Common use of Compensation and Expenses Clause in Contracts

Compensation and Expenses. A. In consideration for its services hereunder as Agent, the Trust will pay to DST from time to time compensation for all services rendered as Agent, as calculated in accordance with the provisions of Exhibit B (collectively, “Compensation”). B. In addition to Compensation, the Trust also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telegraphs, pre-approved outside legal counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval), outside printing and mailing charges (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreement), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s request at the Trust’s or a third party’s premises, telephone/telecommunication lines between the Trust and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, transmission of statement data for remote printing or processing, and NSCC transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust (the “Due Date”). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust a late fee equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth (15th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B may be increased as follows: i. On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; and ii. DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and (ii) materially increase cost of performance hereunder; and iii. DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. In the event DST, at the Trust’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory changes and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii) or (iv) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust will pay to DST DST, from time to time time, a reasonable compensation for all services rendered as AgentAgent and, as calculated also, all DST's reasonable billable expenses, charges, counsel fees, and other disbursements ("Compensation and Expenses") incurred in accordance connection with the provisions agency. "Expenses" are more fully described in Section 6.B. of this Agreement. Such Compensation and Expenses are set forth in a separate schedule previously agreed to by the Trust and DST, a copy of which is attached hereto as Exhibit B (collectivelyA. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”)DST may charge against any monies held under this Agreement, the amount of any Compensation and Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the The Trust also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, : expenses for postage, ; express delivery services, ; freight charges, telephone calls, stationery supplies, ; envelopes, checks, drafts, forms (continuous or otherwise), ; specially requested reports and statements, ; telephone calls; telegraphs, pre-approved outside legal ; stationery supplies; counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, incurred in connection with the review of the legal sufficiency of documentation provided by a shareholder or otherwise as hereinafter defined in Section 8. B., arising out to the advisability of complying with the request or resulting from any delay while seeking and obtaining pre-approval), instruction of a shareholder or person purporting to act on behalf of a shareholder; outside printing and mailing charges firms (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreementInc. and its affiliates ["DST Output"]), ; magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s 's request) and magnetic tape handling charges, ; off-site record storage, storage and media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, ; computer equipment or telecommunications equipment installed at the Trust’s 's request at the Trust’s 's or a third party’s 's premises, ; telecommunications equipment and telephone/telecommunication lines between the Trust and its agents, on one hand, and DST on the other, ; proxy soliciting, processing and/or tabulating costs, ; second-site backup computer facility; transmission of statement data for remote printing or processing, processing other than by DST Output (at a charge of .035/record); and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid or incurred by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business calendar day after receipt of the statement therefor by the Trust (the “"Due Date”"). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%1 1/2) percentage points per month times the amount overdue overdue, times the number of months days from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s 's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in anniversary of this Agreement, subject to Note E of Exhibit B; andA; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase DST's cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s 's current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the Trust’s 's request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s 's cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s 's aliquot portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund Trust feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements including, in accordance the event of a termination of this Agreement, the post-deconversion fees ("Compensation and Expenses") incurred in connection with the provisions agency. Such compensation is set forth in separate schedules to be agreed to by the Fund and DST, copies of Exhibit B (collectivelythe initial schedules are attached hereto as Exhibits A and B. If the Fund has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”)DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the Trust The Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges firms (including for services provided by DST OutputOutput Technology, LLC at rates agreed upon by the parties in a separate written agreementInc. and Support Resources, Inc.), magnetic tapes, reels or cartridges (if sent to the Trust Fund or to a third party at the Trust’s Fund's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s Fund's request at the Trust’s Fund's or a third party’s 's premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementFund. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “"Due Date”"). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one that rate announced from time to time by State Street Bank and one-half percent Trust Company as its "Prime Rate" plus three (1.5%3) per month percentage points times the amount overdue overdue, times the number of months days from the Due Date up to and including the day on which payment is received by DSTDST divided by 365. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s Fund's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise term, but only in accordance with the “"Fee Increases” " provision in Exhibit B; andA; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) Upon at least ninety (90) days prior written notice, DST may impose a reasonable charge for additional features of TA2000 used by the Trust Fund which features are not consistent with the Trust’s Fund's current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the Trust’s Fund's request or direction, performs Exception Services, DST shall be entitled to impose a reasonable increase in the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s 's cost of performance. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s Fund's aliquot portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements ("Compensation and Expenses") incurred in accordance connection with the provisions agency. Such compensation is set forth in a separate schedule to be agreed to by the Fund and DST, a copy of which is attached hereto as Exhibit B (collectivelyA. If the Fund has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”)DST may, charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined in Section 17. B. In addition to Compensation, the Trust The Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreement)firms, magnetic tapes, reels or cartridges (if sent to the Trust Fund or to a third party at the Trust’s Fund's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s Fund's request at the Trust’s Fund's or a third party’s 's premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, ) to the extent any of the foregoing are paid by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust Fund will be promptly reimbursed by the TrustFund. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoiceinvoice showing aggregated Expenses for all Funds, or other reasonable evidence of such Expenses upon the request of the Trust Fund as a condition to reimbursement. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “"Due Date”"). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s Fund's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise term, in accordance with the “"Fee Increases” " provision in Exhibit B; andA; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust Fund which features are not consistent with the Trust’s Fund's current processing requirements and which if in DST’s sole discretion those additional features are optional services, then the trust elects Fund must elect to utilize or have DST utilize such services on the TrustFund’s behalfbehalf prior to the Fund being responsible for payment; and iv. (4) In the event DST, at the TrustFund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot Fund's allocable portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated and also all its reasonable out-of-pocket expenses, charges, counsel fees, and other disbursements (Compensation and Expenses) incurred in accordance connection with the provisions agency. Such compensation is set forth in a separate schedule to be agreed to, from time to time, by Fund and DST, the current copy of which is attached hereto as Exhibit B (collectivelyand incorporated herein by reference. If Fund has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”)DST may, after written notice to Fund, charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the Trust Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable reimbursable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telegraphstelephone calls, pre-approved outside legal telegrams, stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges firms (including for services provided by DST OutputOutput SRI, LLC at rates agreed upon by the parties in a separate written agreementInc.), magnetic tapes, reels or cartridges (if sent to the Trust a Fund or to a third party at the Trust’s Fund's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s Fund's request at the Trust’s Fund's or a third party’s 's premises, telephone/telecommunications equipment, telephone/ telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the 11 other, proxy mailing, soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC transaction fees (collectively the “Expenses” and each an “Expense”)as well as any other expenses set forth on Exhibit C, if applicable, as amended from time to time) to the extent any of the foregoing are paid or incurred by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementFund. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business calendar day after receipt of the statement therefor by the Trust Fund (the “"Due Date”"). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of rate set forth in the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month fee schedule times the amount overdue overdue, times the number of months days from the Due Date up to and including the day on which payment is received by DSTDST divided by 365. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s Fund's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any 12 disputed charges for billable out-of-pocket expenses which that it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B may be increased as follows: i. On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; and ii. DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and (ii) materially increase cost of performance hereunder; and iii. DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. In the event DST, at the Trust’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory changes and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii) or (iv) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services Services hereunder as Transfer Agent and Distribution Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services Services rendered as AgentAgent or otherwise under this Agreement, and also, all its reasonable billable, expenses, charges, counsel fees and other disbursements (“Compensation and Expenses”) incurred in connection with the agency. Such compensation is set forth in a separate schedule to be agreed to by the Fund and DST, a copy of which is attached hereto as Exhibit A. If the Fund has not paid such Compensation and Expenses to DST within thirty (30) days from the date that such Compensation and Expenses are due, DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as calculated hereinafter defined in accordance with the provisions of Exhibit B (collectively, “Compensation”)Section 17. B. In addition to Compensation, the Trust The Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable billable, expenses or disbursements incurred by DST in connection with the performance of services Services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreement)firms, magnetic tapes, reels or cartridges (if sent to the Trust Fund or to a third party at the TrustFund’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the TrustFund’s request at the TrustFund’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation (“NSCC”) transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. In addition, any other expenses incurred by DST at the request or with the consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementFund. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “Due Date”). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law Laws or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the TrustFund’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth (15th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree the Fund, reasonably and in good faith, agrees reasonably supports the disputed charges consistent with the terms and conditions of this Agreement (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise Renewal Term, in accordance with the “Fee Increases” provision in Exhibit B; andA; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulationsLaws applicable to the Services: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) Except for the existing Services that DST provides to the Fund as set forth in this Agreement, DST may charge for additional features of TA2000 used by the Trust Fund which features are not consistent with the TrustFund’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the TrustFund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E.6.E, the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the TrustFund’s aliquot allocable portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E.6.E, the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust will pay to DST DST, from time to time time, a reasonable compensation for all services rendered as AgentAgent and, as calculated also, all DST's reasonable billable expenses, charges, counsel fees, and other disbursements ("Compensation and Expenses") incurred in accordance connection with the provisions agency. "Expenses" are more fully described in Section 6.B. of this Agreement. Such Compensation and Expenses are set forth in a separate schedule previously agreed to by the Trust and DST, a copy of which is attached hereto as Exhibit B (collectivelyA. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”)DST may charge against any monies held under this Agreement, the amount of any Compensation and Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the The Trust also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, : expenses for postage, ; express delivery services, ; freight charges, telephone calls, stationery supplies, ; envelopes, checks, drafts, forms (continuous or otherwise), ; specially requested reports and statements, ; telephone calls; telegraphs, pre-approved outside legal ; stationery supplies; counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, incurred in connection with the review of the legal sufficiency of documentation provided by a shareholder or otherwise as hereinafter defined in Section 8. B., arising out to the advisability of complying with the request or resulting from any delay while seeking and obtaining pre-approval), instruction of a shareholder or person purporting to act on behalf of a shareholder; outside printing and mailing charges firms (including for services provided by DST OutputOutput Technologies, LLC at rates agreed upon by the parties in a separate written agreementInc. and its affiliates ["OTI"]), ; 7 magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s 's request) and magnetic tape handling charges, ; off-site record storage, storage and media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, ; computer equipment or telecommunications equipment installed at the Trust’s 's request at the Trust’s 's or a third party’s 's premises, ; telecommunications equipment and telephone/telecommunication lines between the Trust and its agents, on one hand, and DST on the other, ; proxy soliciting, processing and/or tabulating costs, ; second-site backup computer facility; transmission of statement data for remote printing or processing, processing other than by OTI (at a charge of .035/record); and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid or incurred by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business calendar day after receipt of the statement therefor by the Trust (the “"Due Date”"). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%1 1/2) percentage points per month times the amount overdue overdue, times the number of months days from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s 's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise anniversary of this Agreement, in accordance with the “"Fee Increases” " provision in Exhibit B; andA; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase DST's cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s 's current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the Trust’s 's request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s 's cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s 's aliquot portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund Trust feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust PIMCO will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements (“Compensation and Expenses”) incurred in accordance connection with the provisions agency. Such compensation is set forth in a separate schedule to be agreed to by PIMCO and DST, a copy of which is attached hereto as Exhibit B (collectivelyA. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, “Compensation”)as hereinafter defined in Section 17. B. In addition to Compensation, the Trust PIMCO also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreement)firms, magnetic tapes, reels or cartridges (if sent to the Trust Financial Product or to a third party at the TrustFinancial Product’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the TrustFinancial Product’s request at the TrustFinancial Product’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Trust Financial Product and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation (“NSCC”) transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust PIMCO agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust Financial Product will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementPIMCO. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust (the PIMCO(the “Due Date”). The Trust PIMCO is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust PIMCO shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the TrustFinancial Product’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust PIMCO shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust PIMCO documentation which an objective observer would agree PIMCO agrees reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise term, in accordance with the “Fee Increases” provision in Exhibit B; andA; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust Financial Product which features are not consistent with the TrustFinancial Product’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the TrustFinancial Product’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust PIMCO of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the TrustFinancial Product’s aliquot allocable portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust PIMCO of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund Financial Product feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated and also all its reasonable out-of-pocket expenses, charges, counsel fees, and other disbursements (Compensation and Expenses) incurred in accordance connection with the provisions agency. Such compensation is set forth in a separate schedule, a copy of which, as amended from time to time, is attached hereto as Exhibit B (collectivelyand incorporated herein by reference. If Fund has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”)DST may, after written notice to Fund, charge against any non-shareholder monies held under this Agreement, the amount of any Compensation and Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the Trust Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable reimbursable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telegraphstelephone calls, pre-approved outside legal telegrams, stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out incurred with prior permission of or resulting from any delay while seeking and obtaining pre-approvalthe Fund), outside printing and mailing charges firms (including for services provided by DST OutputOutput Technologies SRI Group, LLC at rates agreed upon by the parties in a separate written agreementInc.), magnetic tapes, reels or cartridges (if sent to the Trust a Fund or to a third party at the Trust’s Fund's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s Fund's request at the Trust’s Fund's or a third party’s 's premises, telephone/telecommunications equipment, telephone/ telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy mailing, soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC transaction fees (collectively the “Expenses” as well as any other expenses set forth on Exhibit C, as amended from time to time, attached hereto and each an “Expense”), if applicable, incorporated herein by reference) to the extent any of the foregoing are paid or incurred by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. In addition, any other expenses incurred by DST at the request or with the consent of the Trust Fund will be promptly reimbursed by the TrustFund. Notwithstanding anything herein Fund agrees to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementpay postage expenses at least one day in advance if so requested. C. DST shall provide statements to Fund of the amounts owed to DST by the Fund under this Agreement. Amounts due hereunder shall be due and paid on or before the thirtieth thirtieth; (30th) business calendar day after receipt of the statement therefor by the Trust Fund (the “"Due Date”"). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of rate set forth in the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month fee schedule times the amount overdue overdue, times the number of months days from the Due Date up to and including the day on which payment is received by DSTDST divided by 365. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s Fund's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable out-of-pocket expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B may be increased as follows: i. On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; and ii. DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and (ii) materially increase cost of performance hereunder; and iii. DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. In the event DST, at the Trust’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory changes and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii) or (iv) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Corporation will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated . ("Compensation and Expenses") incurred in accordance connection with the provisions agency. Such compensation is set forth in a separate schedule to be agreed to by the Corporation and DST, a current copy of which is attached hereto as Exhibit B B. If the Corporation has not paid the compensation and expenses due to DST under Sections 6.A and 6.B of this Agreement within thirty (collectively30) days of receipt of the invoice therefor, “Compensation”)DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the Trust The Corporation also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequencesin connection with legal questions regarding instructions, as hereinafter defined in Section 8. B., arising out of requests or resulting from any delay while seeking and obtaining pre-approval)documentation submitted by shareholders, outside printing and mailing charges firms (including for services provided by DST OutputOutput Technology Solutions, LLC at rates agreed upon by the parties in a separate written agreementInc. and ("OTS")) and OTS's subsidiaries, magnetic tapes, reels or cartridges (if sent to the Trust Corporation or to a third party at the Trust’s Corporation's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s Corporation's request at the Trust’s Corporation's or a third party’s 's premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processingprocessing by a third party other than OTS, and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust Corporation agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust Corporation will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementCorporation. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Corporation (the “"Due Date”"). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent per cent (1.5%) per month times the amount overdue overdue, times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s Fund's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Corporation shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust Corporation documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise term, in accordance with the “"Fee Increases” " provision in Exhibit B; and; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust Corporation which features are not consistent with the Trust’s Corporation's current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the Trust’s Corporation's request or direction, performs agrees to perform Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s 's cost of performanceperformance (including any increase in DST's risk of loss from errors). DST shall provide the Corporation with reasonable evidence of such increase. If DST notifies the Trust Corporation of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s Corporation's aliquot portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST and the Corporation are not able to agree upon such new fees, then the Corporation shall have thirty (30) days upon which to accept DST's last offer or to announce the Corporation's intention to terminate this Agreement. DST thereupon will have fifteen (15) days to accept the Corporation's position on the proposed fee increase or to accept the termination of this Agreement. If such notice is accepted, the Corporation shall deconvert from TA2000 within one hundred twenty (120) days of DST's notice of acceptance of termination. If DST notifies the Trust Corporation of an increase in fees or charges under Section 4.F. or subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund featurefunction, Fund feature or Exception Service. In the event that DST and the Fund are unable to agree upon a new fee, then DST shall not be obligated to provide such new service and shall not be entitled to such fee increase.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust will pay to DST DST, from time to time time, a reasonable compensation for all services rendered as AgentAgent and, as calculated also, all DST's reasonable billable expenses, charges, counsel fees, and other disbursements ("Compensation and Expenses") incurred in accordance connection with the provisions agency. "Expenses" are more fully described in Section 6.B. of this Agreement. Such Compensation and Expenses are set forth in a separate schedule previously agreed to by the Trust and DST, a copy of which is attached hereto as Exhibit B (collectivelyA. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”)DST may charge against any monies held under this Agreement, the amount of any Compensation and Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the The Trust also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, : expenses for postage, ; express delivery services, ; freight charges, telephone calls, stationery supplies, ; envelopes, checks, drafts, forms (continuous or otherwise), ; specially requested reports and statements, ; telephone calls; telegraphs, pre-approved outside legal ; stationery supplies; counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, incurred in connection with the review of the legal sufficiency of documentation provided by a shareholder or otherwise as hereinafter defined in Section 8. B., arising out to the advisability of complying with the request or resulting from any delay while seeking and obtaining pre-approval), instruction of a shareholder or person purporting to act on behalf of a shareholder; outside printing and mailing charges firms (including for services provided by DST OutputOutput Technologies, LLC at rates agreed upon by the parties in a separate written agreementInc. and its affiliates ["OTI"]), ; magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s 's request) and magnetic tape handling charges, ; off-site record storage, storage and media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, ; computer equipment or telecommunications equipment installed at the Trust’s 's request at the Trust’s 's or a third party’s 's premises, ; telecommunications equipment and telephone/telecommunication lines between the Trust and its agents, on one hand, and DST on the other, ; proxy soliciting, processing and/or tabulating costs, ; second-site backup computer facility; transmission of statement data for remote printing or processing, processing other than by OTI (at a charge of .035/record); and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid or incurred by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business calendar day after receipt of the statement therefor by the Trust (the “"Due Date”"). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%1 1/2) percentage points per month times the amount overdue overdue, times the number of months days from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s 's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise anniversary of this Agreement, in accordance with the “"Fee Increases” " provision in Exhibit B; andA; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase DST's cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s 's current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the Trust’s 's request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s 's cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s 's aliquot portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund Trust feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements including, in accordance the event of a termination of this Agreement, the post-deconversion fees ("Compensation and Expenses") incurred in connection with the provisions agency. Such compensation is set forth in separate schedules to be agreed to by the Fund and DST, copies of Exhibit B (collectivelythe initial schedules are attached hereto as Exhibits A and B. If the Fund has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”)DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the Trust The Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges firms (including for services provided by DST OutputOutput Technology, LLC at rates agreed upon by the parties in a separate written agreementInc. and Support Resources, Inc.), magnetic tapes, reels or cartridges (if sent to the Trust Fund or to a third party at the Trust’s Fund's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s Fund's request at the Trust’s Fund's or a third party’s 's premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementFund. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “"Due Date”"). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. 6. D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one that rate announced from time to time by State Street Bank and one-half percent Trust Company as its "Prime Rate" plus three (1.5%3) per month percentage points times the amount overdue overdue, times the number of months days from the Due Date up to and including the day on which payment is received by DSTDST divided by 365. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s Fund's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth (15th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B may be increased as follows: i. On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; and ii. DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and (ii) materially increase cost of performance hereunder; and iii. DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. In the event DST, at the Trust’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory changes and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii) or (iv) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated and also, all its reasonable billable out-of-pocket costs, charges, outside counsel fees, and other disbursements (“Compensation and Expenses”) incurred in accordance connection with the provisions agency. Such compensation is set forth in a separate schedule to be agreed to by the Fund and DST, a copy of which is attached hereto as Exhibit B (collectivelyA. If the Fund has not paid such Compensation and Expenses to DST within 30 days from the original invoice date, “Compensation”)DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the Trust The Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses out-of-pocket costs or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses out-of-pocket costs for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved stationery supplies, outside legal counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges firms (including for services provided by DST OutputOutput Technology, LLC at rates agreed upon by the parties in a separate written agreementInc. and Support Resources, Inc.), magnetic tapes, reels or cartridges (if sent to the Trust Fund or to a third party at the TrustFund’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the TrustFund’s request at the TrustFund’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation (“NSCC”) transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. In addition, any other expenses incurred by DST at the request or with the consent of the Trust . Other out-of-pocket costs will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement.provided in Sections 6.A. and 6.C. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “Due Date”). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the TrustFund’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree DST believes reasonably supports the disputed charges (the “Revised Due Date”), unless the Fund notifies DST of its intention to resolve the matter through Dispute Resolution under Section 27.P. of this Agreement, in which case the Revised Due Date, if any, shall be the fifth (5th) business day after final resolution of the matter. Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date, except that, with respect to any charges found to be due as a result of a Dispute Resolution under Section 27.P., such sums shall accrue interest from the date upon which DST provided to the Fund documentation which an objective observer would agree reasonably supports the disputed charges. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise term, in accordance with the “Fee Increases” provision in Exhibit B; andA; ii. (2) Provided DST is generally increasing fees for its similarly affected clients by a similar percentage, DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; provided, however, that if, during any Term of this Agreement, any such increase(s) shall increase the fees and charges payable by the Fund under this Agreement in the aggregate by more than twenty per cent (20%) over the fees and charges that would have been in effect without such increase(s), the Fund shall have the right, which right must be exercised within forty-five (45) days of the effective date upon which such fees and charges increase by more than twenty per cent (20%), to terminate this Agreement upon not less than six (6) months notice (the “Remaining Period”) to DST as of the date specified in such notice provided the Fund reasonably determines that: (a) such increase will have a material adverse effect on the Fund’s costs of receiving services under this Agreement; and (b) the Fund will not and, if such services are provided by an alternate service provider than DST, would not otherwise, be subject to fees or charges for such enhanced services following any such termination. If the Fund assumes responsibility to itself provide, and does not utilize DST or receive the benefit from DST, of such enhanced services during the Remaining Period, the increase in fees or charges shall not take effect during the Remaining Period; if the Fund does utilize DST or receive the benefit from DST of such enhanced services during the Remaining Period, such the increase in such fees or charges shall be in effect during such Remaining Period. iii. (3) DST may charge for additional features of TA2000 used by the Trust Fund which features are not consistent with the TrustFund’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the TrustFund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s cost of performance. . (5) Annually as of July 1 2005 and thereafter as of October 1, 2006 and each succeeding October 1st, in accordance with increases in the CPI-U, as hereinafter defined in the Fee Schedule attached hereto as Exhibit A. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the TrustFund’s aliquot portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services Services hereunder as Transfer Agent and Distribution Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services Services rendered as AgentAgent or otherwise under this Agreement, and also, all its reasonable billable, expenses, charges, counsel fees and other disbursements (“Compensation and Expenses”) incurred in connection with the agency. Such compensation is set forth in a separate schedule to be agreed to by the Fund and DST, a copy of which is attached hereto as Exhibit A. If the Fund has not paid such Compensation and Expenses to DST within thirty (30) days from the date that such Compensation and Expenses are due, DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as calculated hereinafter defined in accordance with the provisions of Exhibit B (collectively, “Compensation”)Section 17. B. In addition to Compensation, the Trust The Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable billable, expenses or disbursements incurred by DST in connection with the performance of services Services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreement)firms, magnetic tapes, reels or cartridges (if sent to the Trust Fund or to a third party at the TrustFund’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the TrustFund’s request at the TrustFund’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation (“NSCC”) transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. In addition, any other expenses incurred by DST at the request or with the consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementFund. C. Amounts X. Xxxxxxx due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “Due Date”). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law Laws or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the TrustFund’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth (15th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree the Fund, reasonably and in good faith, agrees reasonably supports the disputed charges consistent with the terms and conditions of this Agreement (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise Renewal Term, in accordance with the “Fee Increases” provision in Exhibit B; andA; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulationsLaws applicable to the Services: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) Except for the existing Services that DST provides to the Fund as set forth in this Agreement, DST may charge for additional features of TA2000 used by the Trust Fund which features are not consistent with the TrustFund’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the TrustFund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E.6.E, the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the TrustFund’s aliquot allocable portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E.6.E, the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In (a) The Fund acknowledges that Foreside will enter into a separate services agreement with the Investment Adviser pursuant to which the Investment Adviser will compensate Fxxxxxxx and reimburse certain expenses of Foreside in consideration of services provided by Fxxxxxxx to the Investment Adviser with respect to the Fund. (b) Foreside may receive a placement fee from the Fund in connection with the sale of Units by Financial Intermediaries, which fee shall be paid to such Financial Intermediaries pursuant to a Sub-Placement Agent Agreement entered into by and between Foreside and each Financial Intermediary. For avoidance of doubt, any such payment of placement fees pursuant to a Sub-Placement Agent Agreement may be effected by the relevant Financial Intermediary (i) charging such placement fee directly to the relevant client, (ii) netting the amount of such placement fee against the subscription amount paid over to the Fund and (iii) retaining such placement fee amount for its services hereunder as Agentthe Financial Intermediary’s own account, subject to Foreside’s consent and the Trust will terms of the relevant Sub-Placement Agent Agreement. (c) The Fund has adopted a distribution plan for Class A Units in compliance with Rule 12b-1 under the 1940 Act (the “Distribution Plan”). Subject to the terms and conditions herein, Foreside shall pay, cause to pay or otherwise facilitate payments to DST from time Financial Intermediaries under the Distribution Plan; provided, however, Foreside shall not be obligated to time compensation for all services rendered as Agent, as calculated make any payments in accordance with the provisions Distribution Plan to any Financial Intermediary or other third party unless and until: (i) the terms of Exhibit B such payment are agreed in a corresponding Sub-Placement Agent Agreement with Foreside; (collectively, “Compensation”)ii) such payment has been approved by the Fund; and (iii) such payment has been received by Foreside. B. In addition (d) The Fund will pay, or will cause to Compensationbe paid, all costs and expenses relating to (i) the Trust also agrees promptly preparation and photocopying or printing of its Offering Memorandum, and all amendments and supplements thereto, and Related Offering Materials; (ii) the exemption from registration or qualification of Units for offer and sale under Regulation D and under all relevant Blue Sky Laws; (iii) the furnishing to reimburse DST for Foreside of copies of the Fund’s Offering Memorandum and all reasonable amendments or supplements thereto and of Related Offering Materials and other documents reasonably verified billable expenses or requested by Fxxxxxxx, in such quantities as may be reasonably requested by Foreside, including costs of shipping and mailing; (iv) fees and disbursements incurred by DST of counsel to the Fund in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports organization and statements, telegraphs, pre-approved outside legal counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval), outside printing and mailing charges (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreement), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s request at the Trust’s or a third party’s premises, telephone/telecommunication lines between the Trust and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, transmission of statement data for remote printing or processing, and NSCC transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any maintenance of the foregoing are paid by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, Fund and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust (the “Due Date”). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not transactions contemplated by this Agreement, including but not limited to carrying, processing ; and accounting charges. Accordingly, subject to Section 6.D. hereof, in (v) all other expenses of the event that any amounts due hereunder Fund which are not received by DST by the Due Date, DST may (i) pursuant to the terms express obligations of the Cash Utilization Arrangement, apply all Earnings (Foreside as defined set forth in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust a late fee equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In (e) As between Foreside and the event that any charges are disputedFund, the Trust shall, on or before the Due Date, Foreside shall pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth (15th) business day after the day on which DST provides relating to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Dateits broker-dealer qualification. E. The fees and charges set forth on Exhibit B may be increased as follows: i. On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; and ii. DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and (ii) materially increase cost of performance hereunder; and iii. DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. In the event DST, at the Trust’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory changes and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii) or (iv) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST IFTC from time to time time, as compensation for all services rendered as Agent, as calculated the fees set forth in accordance with the provisions of Exhibit B a separate schedule to be agreed to by Fund and IFTC in writing from time to time and also all its reasonable out-of-pocket expenses, charges, counsel fees, and other disbursements (collectively, “Compensation”). B. In addition to Compensation, the Trust also agrees promptly to reimburse DST for all reasonable Compensation and reasonably verified billable expenses or disbursements Expenses) incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telegraphs, pre-approved outside legal counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval), outside printing and mailing charges (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreement), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s request at the Trust’s or a third party’s premises, telephone/telecommunication lines between the Trust and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, transmission of statement data for remote printing or processing, and NSCC transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DSTagency. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule initial fee schedule is attached hereto as Exhibit B. In addition, any other expenses incurred and incorporated herein by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust (the “Due Date”). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust a late fee equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to itreference. If the Trust Fund has not paid such Compensation and Expenses to DST IFTC within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, IFTC may charge against any monies in DST’s possession on behalf of the Trust held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. . B. The Trust shall be responsible Fund also agrees promptly to reimburse IFTC for and DST shall be entitled to recover all reasonable out-of- pocket expenses or disbursements incurred by IFTC in connection with the costs performance of collecting unpaid fees and services under this Agreement including, but not limited to, expenses for postage (in advance if requested), express delivery services, freight charges, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, stationery supplies, reasonable outside counsel fees, outside mailing fu-ms, (including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputedSupport Resources, the Trust shallInc.), on magnetic tapes, reels or before the Due Datecartridges (if sent to Fund or to a third party at Fund's request) and magnetic tape handling charges, pay all undisputed amounts due hereunder record storage and notify DST in writing media for storage of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth records (15th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”e.g., microfilm, microfiche, optical platters, computer tapes). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B may be increased as follows: i. On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; and ii. DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and (ii) materially increase cost of performance hereunder; and iii. DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. In the event DST, computer equipment installed at the Trust’s Fund's request at the Fund's or directionthird party's premises, performs Exception Servicestelecommunications equipment and related telephone lines, DST shall be entitled to increase the proxy soliciting, processing and/or tabulating costs, and NSCC transaction fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot portion any of the cost foregoing are paid by IFTC. The Fund agrees to pay postage expenses at least one day in advance if so requested. In addition, any other expenses incurred by IFTC at the request or with the consent of developing the new software to comply with regulatory changes and for Fund will be promptly reimbursed by the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii) or (iv) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund featureFund.

Compensation and Expenses. A. In consideration for its DST’s services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as AgentAgent as set forth on Exhibit A (“Compensation and Expenses”) upon commencement of the Initial Term as defined in Section 22.A below. If the Fund has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after prior written notice to the Fund, charge against any monies held under this Agreement, the amount of any Compensation and Expenses for which it shall be entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as calculated hereinafter defined in accordance with the provisions of Exhibit B (collectively, “Compensation”)Section 17. B. In addition to Compensation, the Trust The Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement as set forth on Exhibit A and including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreement)firms, magnetic tapes, reels or cartridges (if sent to the Trust Fund or to a third party at the TrustFund’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the TrustFund’s request at the TrustFund’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation (“NSCC”) transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementFund. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “Due Date”). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the TrustFund’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise term, in accordance with the “Fee Increases” provision in Exhibit B; andA; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 requested and used by the Trust Fund which features are not consistent with the TrustFund’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the TrustFund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the TrustFund’s aliquot allocable portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund Fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Corporation will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated . ("Compensation and Expenses") incurred in accordance connection with the provisions agency. Such compensation is set forth in a separate schedule to be agreed to by the Corporation and DST, a current copy of which is attached hereto as Exhibit B B. If the Corporation has not paid the compensation and expenses due to DST under Sections 6.A and 6.B of this Agreement within thirty (collectively30) days of receipt of the invoice therefor, “Compensation”)DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the Trust The Corporation also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequencesin connection with legal questions regarding instructions, as hereinafter defined in Section 8. B., arising out of requests or resulting from any delay while seeking and obtaining pre-approval)documentation submitted by shareholders, outside printing and mailing charges firms (including for services provided by DST OutputOutput Technology Solutions, LLC at rates agreed upon by the parties in a separate written agreementInc. and ("OTS")) and OTS's subsidiaries, magnetic tapes, reels or cartridges (if sent to the Trust Corporation or to a third party at the Trust’s Corporation's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s Corporation's request at the Trust’s Corporation's or a third party’s 's premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processingprocessing by a third party other than OTS, and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust Corporation agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust Corporation will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementCorporation. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Corporation (the “"Due Date”"). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent per cent (1.5%) per month times the amount overdue overdue, times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s Fund's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Corporation shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust Corporation documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise term, in accordance with the “"Fee Increases” " provision in Exhibit B; and; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust Corporation which features are not consistent with the Trust’s Corporation's current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the Trust’s Corporation's request or direction, performs agrees to perform Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s 's cost of performanceperformance (including any increase in DST's risk of loss from errors). DST shall provide the Corporation with reasonable evidence of such increase. If DST notifies the Trust Corporation of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s Corporation's aliquot portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST and the Corporation are not able to agree upon such new fees, then the Corporation shall have thirty (30) days upon which to accept DST's last offer or to announce the Corporation's intention to terminate this Agreement. DST thereupon will have fifteen (15) days to accept the Corporation's position on the proposed fee increase or to accept the termination of this Agreement. If such notice is accepted, the Corporation shall deconvert from TA2000 within one hundred twenty (120) days of DST's notice of acceptance of termination. If DST notifies the Trust Corporation of an increase in fees or charges under Section 4.F. or subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.function, Fund feature or

Compensation and Expenses. A. In consideration for its DST’s services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements (“Compensation and Expenses”) incurred in connection with the agency. For the sake of clarity, each party will be responsible for its own reasonable counsel fees as calculated related to the negotiation of this Agreement. Such compensation is set forth in a separate schedule to be agreed to by the Fund and DST, a copy of which is attached hereto as Exhibit A. If the Fund has not paid such Compensation and Expenses within a reasonable time, DST may, after prior written notice to the Fund, charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it is entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined in Section 17. B. The Fund also agrees to reimburse DST in accordance with the provisions of Exhibit B (collectively, “Compensation”). B. In addition to Compensation, the Trust also agrees promptly to reimburse DST Section 6.C for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreement), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s request) and magnetic tape handling chargesfirms, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the TrustFund’s request at the TrustFund’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation (“NSCC”) transaction fees (collectively the “Expenses” and each an “Expense”)fees, if applicable, to the extent any of the foregoing are paid by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the prior written consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement.Fund in accordance with Section 6.C. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “Due Date”). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the TrustFund’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed disputed, which may be reasonably determined by the Fund, in good faith until the first fifth business day after the Revised Due Date. For the avoidance of doubt, the Revised Due Date shall not be before the thirty-fifth (35th) business day after receipt of the original statement by the Fund. E. The fees and charges set forth on Exhibit B A shall increase or may be increased upon mutual agreement of the parties hereto as follows: i. On (1) DST may increase the fees and charges as set forth on Exhibit A on the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; andA upon at least ninety (90) days prior written notice; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust Fund which features are not consistent with the TrustFund’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the TrustFund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph (ii1) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee provided, however, in the event the parties are unable to mutually agree on the increase in such fees, DST may, upon nine (9) months’ notice to Fund, terminate the Agreement without additional liability to Fund. If DST notifies the Fund of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the TrustFund’s aliquot pro-rata portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund featurefeature or service. DST must notify the Company of an increase in such fees prior to providing such services.

Compensation and Expenses. A. In consideration for its DST’s services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements (“Compensation and Expenses”) incurred in connection with the agency. For the sake of clarity, each party will be responsible for its own counsel fees as calculated related to the negotiation of this Agreement. Such compensation is set forth in a separate schedule to be agreed to by the Fund and DST, a copy of which is attached hereto as Exhibit A. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined in Section 17. B. The Fund also agrees to reimburse DST in accordance with the provisions of Exhibit B (collectively, “Compensation”). B. In addition to Compensation, the Trust also agrees promptly to reimburse DST Section 6.C for all reasonable and reasonably verified billable or other expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, reasonable counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges firms (including for services provided by DST OutputBroadridge, LLC at rates agreed upon by the parties in a separate written agreementLLC), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the TrustFund’s request at the TrustFund’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation (“NSCC”) transaction fees (collectively the “Expenses” and each an “Expense”)fees, if applicable, to the extent any of the foregoing are paid by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the prior written consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement.Fund in accordance with Section 6.C. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “Due Date”). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the TrustFund’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth first (15th1st) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed disputed, which may be reasonably determined by the Fund, in good faith until the first fifth business day after the Revised Due Date.. For the avoidance of doubt, the Revised E. The fees and charges set forth on Exhibit B A shall increase or may be increased upon mutual agreement of the parties hereto as follows: i. On (1) DST may increase the fees and charges as set forth on Exhibit A on the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit BA upon at least ninety (90) days prior written notice; and ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and iii. (3) DST may charge for additional features of TA2000 used by the Trust Fund which features are not consistent with the TrustFund’s current processing requirements requirements; and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. (4) In the event DST, at the TrustFund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph (ii1) of this Section 6.E, the parties shall confer, diligently and in good faith and agree upon a new fee provided, however, in the event the parties are unable to mutually agree on the increase in such fees, DST may, upon nine (9) months’ notice to Fund, terminate the Agreement without additional liability to Fund. If DST notifies the Fund of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the TrustFund’s aliquot pro-rata portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its DST’s services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time the compensation for all services rendered as AgentAgent as outlined on Exhibit A, and also, its reasonable out-of-pocket expenses charges, counsel fees, and other disbursements incurred in connection with the agency outlined on Exhibit A, or, if not outlined on Exhibit A, incurred at the request of the Fund (“Compensation and Expenses”). If the Fund has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after prior written notice to the Fund, charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as calculated hereinafter defined in accordance with the provisions of Exhibit B (collectively, “Compensation”)Section 17. B. In addition to Compensation, the Trust The Fund also agrees promptly to reimburse DST for all those reasonable out-of-pocket expenses charges, counsel fees, and reasonably verified billable expenses or other disbursements outlined on Exhibit A, or, if not outlined on Exhibit A, incurred at the request of the Fund, incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges firms (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreementLLC), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the TrustFund’s request at the TrustFund’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation (“NSCC”) transaction fees (collectively the “Expenses” and each an “Expense”)fees, if applicable, to the extent any of the foregoing are paid by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the written request or with the written consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementFund. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “Due Date”). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the TrustFund’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth tenth (15th10th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; andA; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust Fund which features are not consistent with the TrustFund’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the TrustFund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the TrustFund’s aliquot allocable portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated and also all its reasonable out-of- pocket expenses, charges, counsel fees, and other disbursements (Compensation and Expenses) incurred in accordance connection with the provisions agency. Such compensation is set forth in a separate schedule to be agreed to, from time to time, by Fund and DST, the current copy of which is attached hereto as Exhibit B (collectivelyand incorporated herein by reference. If Fund has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”)DST may, after written notice to Fund, charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the Trust Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable reimbursable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telegraphstelephone calls, pre-approved outside legal telegrams, stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges firms (including for services provided by DST OutputOutput SRI, LLC at rates agreed upon by the parties in a separate written agreementInc.), magnetic tapes, reels or cartridges (if sent to the Trust a Fund or to a third party at the Trust’s Fund's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s Fund's request at the Trust’s Fund's or a third party’s 's premises, telephone/telecommunications equipment, telephone/ telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy mailing, soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC transaction fees (collectively the “Expenses” and each an “Expense”)as well as any other expenses set forth on Exhibit C, if applicable, as amended from time to time) to the extent any of the foregoing are paid or incurred by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementFund. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business calendar day after receipt of the statement therefor by the Trust Fund (the “"Due Date”"). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of rate set forth in the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month fee schedule times the amount overdue overdue, times the number of months days from the Due Date up to and including the day on which payment is received by DSTDST divided by 365. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s Fund's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable out-of-pocket expenses which that it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B may be increased as follows: i. On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; and ii. DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and (ii) materially increase cost of performance hereunder; and iii. DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. In the event DST, at the Trust’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory changes and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii) or (iv) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as AgentTransfer Agent and Dividend Disbursing Agent for the Funds, the Trust Company will pay pay, in accordance with this Section 6. below (but subject to any Billing Dispute (defined below) to DST from time to time on the Due Date (defined below) compensation for all services rendered as AgentAgent hereunder, ("Compensation"). The rates and fees for all Compensation as agreed to by the Company, the Funds and DST, is set forth in Exhibit B, a copy of which is attached hereto and incorporated by reference. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged at the end of the month in which the Purge Date, as calculated hereinafter defined in accordance with the provisions of Exhibit B (collectivelySection 17 and if applicable, “Compensation”)occurs. B. In addition to Compensation, the Trust The Company also agrees promptly to reimburse in accordance with this Section 6 (but subject to any Billing Dispute (defined below) DST for all the reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, for the expenses listed in Exhibit B and for the following: postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval), outside printing and mailing charges firms (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreementLLC), magnetic tapes, reels or cartridges (if sent to the Trust Company or to a third party at the TrustCompany’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the TrustCompany’s request at the TrustCompany’s or a third party’s 's premises, telecommunications equipment, telephone/telecommunication telecommunications lines between the Trust Company and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively the “Expenses” and each an “Expense”)fees, if applicable, to and such other third party fees and charges as may be incurred by DST and authorized in writing and in advance by the extent any of the foregoing are paid by DSTCompany. The Trust Company agrees to pay postage expenses at least one day expenses, in advance, based on the assumed pre-paid postage amount on the preceding months’ invoice; provided, that failure to remit such payment in advance if shall not delay such mailing, so requested, and to pay the charges for the second site disaster recovery facility long as ICON’s account is otherwise in the amount set forth on the Fee Schedule attached hereto as Exhibit B. reasonable good standing. In addition, any other expenses incurred by DST at the request or with the consent of the Trust Company will be promptly reimbursed by the TrustCompany. Notwithstanding anything herein All billable expenses and disbursements shall be invoiced to the contraryCompany at DST’s cost (which, DST must provide with respect to communication circuits, includes an administrative charge associated with DST’s cost of providing such item or service) as agreed in a reasonably detailed itemized invoicenetworking proposal or amendment thereto from time to time. At the end of each Contract Year, or other reasonable evidence the parties shall review the retained physical records, files and media of the Funds sent off-site during such Expenses upon Contract Year and, at the request of the Trust as Company, DST shall, at the sole cost of the Company, transfer all or part of such physical records, files and media to the Company or a condition to reimbursementdesignated third party storage provider for the maintenance of such records, files and media. C. Amounts due hereunder and not subject to a Billing Dispute shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Company (the “"Due Date”"). The Trust Company is aware that its failure to pay all undisputed amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any undisputed amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Company shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the undisputed amount overdue times the number of months (or pro-rata part thereof) from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly duepayment. Acceptance of such late charge shall in no event constitute a waiver of the TrustCompany’s or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust it under this Agreement, subject to and in accordance with the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ feesdefault provisions hereof. D. In the event that any charges are disputeddisputed by Company in good faith (a “Billing Dispute”), the Trust Company shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth thirtieth (15th30th) business day after the day on which DST provides to the Trust Company documentation which an objective observer would agree reasonably supports to support the disputed fees and charges then in dispute (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. In the event the Company and DST cannot amicably resolve the dispute within sixty (60) days of the Due Date, DST and the Company shall escalate the dispute to senior executives of their respective organization for resolution prior to electing any remedies at law or in equity. E. The fees and charges set forth on Exhibit B shall increase or may be increased as follows: i. On the first day of each new term as provided for in Section 22.A. or otherwise in (1) In accordance with the “"Fee Increases” " provision in Exhibit B, based on the corresponding percentage increase to the Consumer Price Index; and ii(2) subject to the penultimate paragraph of this Section 6. E., DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written noticenotice following completion of substantial system modifications required due to changes in existing laws, rules or regulations or if changes in existing laws, rules or regulations: (i) require substantial system modifications and (ii) regulations materially increase DST’s cost of rendering performance hereunderto Company and all other customers similarly situated; and iii. (3) subject to the last paragraph of this Section 6.E., DST may charge for additional features of TA2000 used by the Trust Funds or the Company which features are not consistent with the Trust’s Funds' current processing requirements requirements; when and which if, at the trust elects to utilize or have DST utilize on request of the Trust’s behalfCompany, such additional features are implemented; and iv. In (4) subject to the last paragraph of this Section 6.E., in the event DST, at the TrustCompany’s written request or direction, performs performs, , Exception Services, DST shall be entitled to increase the charge additional fees and charges for such Exception Services from those set forth on Exhibit B B, but only to the extent such Exception Services increase DST’s cost of performance; provided, however, that the Company shall be entitled to withdraw its request or direction at any time for DST to perform such Exception Services and in such event no additional fees or charges for such Exception Services, beyond those Exception Services already performed, shall be charged to the Company. If DST notifies the Trust Company of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the TrustCompany’s aliquot and equitable portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. Such additional charge will only apply to the extent the applicable change in laws, rules or regulations that necessitated the system modification or increased DST’s cost in providing the Services applies to the Funds. If DST notifies the Trust Company of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund featurefeature or Exception Service.

Compensation and Expenses. A. In consideration (a) Janus Capital will receive the management fees provided for its services hereunder as Agent, under the current Investment Advisory Agreements between Janus Capital and the Trust will pay to DST on behalf of each Portfolio, as such agreements may be amended from time to time compensation for all services rendered as Agent, as calculated in accordance with the provisions of Exhibit B (collectively, “Compensation”)applicable law. B. In addition (b) AUSA has executed a Principal Underwriting Agreement for the Contracts with AFSG, substantially in the form attached hereto as EXHIBIT B, subject to Compensationany amendment to such agreement mutually agreed to by the parties thereto. (c) Each party shall bear its own expenses in performing the functions ascribed to it in Sections 3.8, 3.9 and 3.10. (d) Unless assumed by the Trust also agrees promptly to reimburse DST for Trust, Janus Capital shall bear all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection associated with the performance preparation, printing, mailing, and distribution to prospective applicants for the Contracts and to existing Contract Owners of: (i) the Prospectus and Statement of services under this Agreement includingAdditional Information for the Trust, but not limited toand supplements, amendments, or stickers thereto; and (ii) annual and semi-annual reports of the Trust. (e) AUSA shall bear all expenses for postageallocable to the preparation, express delivery servicesprinting, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports mailing and statements, telegraphs, pre-approved outside legal counsel fees (it being agreed that DST distribution of the Contracts. AUSA shall not be liable for any Adverse Consequences, as hereinafter defined bear all costs associated with the preparation of masters in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval), outside printing and mailing charges (including for services provided by DST Output, LLC at rates all electronic format mutually agreed upon by the parties in of (i) the application forms for the Contracts; (ii) the Contract Prospectus and its Statement of Additional Information, and any supplements, amendments or stickers thereto; and (iii) the annual and semi-annual reports of the Separate Account, and Janus Capital shall bear the costs of printing and postage or other delivery of such material to a separate written agreement), magnetic tapes, reels or cartridges (if sent to the Trust Contract Owner or to a third party at the Trust’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s request at the Trust’s or a third party’s premises, telephone/telecommunication lines between the Trust and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, transmission of statement data for remote printing or processing, and NSCC transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges prospective applicant for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. In addition, any other Contract. (f) As reimbursement for expenses incurred by DST at Janus Capital in bearing certain expenses, which would normally be assumed by and properly allocated to and borne by AUSA, such as: (1) the request or with printing, mailing and distribution of Prospectuses for the consent Separate Account and Contracts to prospective applicants; and (2) the printing, mailing and distribution of Statements of Additional Information for the Separate Account and the Contracts to prospective applicants; and (3) the printing, mailing and distribution of the Trust will application forms and sales material for the Contracts to prospective applicants; and (4) the printing and distribution of the annual and semi-annual reports of the Separate Account to Contract Owners; and (5) the receipt and disposition of prospective applicant and Contract Owner inquiries, and other Contract-level service-related matters; AUSA agrees to reimburse Janus Capital in an amount equal to an annual rate of 0.05% of the average daily net assets of the Separate Account, such amounts, as due, to be promptly reimbursed payable monthly to Janus Capital. (g) Janus Capital acknowledges that the insurance regulators of New York require AUSA to refund an amount equal to the total purchase payments made to the Contract by the Trust. Notwithstanding anything herein Contract Owner if the Contract owner cancels the Contract within the number of days indicated under the "Right to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request Examine Contract" provision of the Trust as a condition to reimbursement. C. Amounts due hereunder shall be due and paid variable annuity contract(s) listed on or before the thirtieth (30th) business day after receipt Schedule 1 of the statement therefor by the Trust (the “Due Date”). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement. Janus Capital further acknowledges that, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to under the terms of the Cash Utilization ArrangementContract, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to Contract Owners' money is invested during the Trust remaining after payment free-look period and that AUSA bears the risk of the then current invoice(s) to such overdue amounts including any interest due market loss with respect thereto (to monies refunded during the free-look period. Accordingly, Janus Capital hereby agrees to reimburse AUSA to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust a late fee equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance 50% of such late charge shall in no event constitute a waiver of the Trust’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to itlosses. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it Such reimbursement shall be entitled effected in a manner that is mutually agreeable to reimbursement under this Agreement. The Trust shall be responsible for Janus Capital and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ feesAUSA. D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth (15th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B may be increased as follows: i. On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; and ii. DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and (ii) materially increase cost of performance hereunder; and iii. DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. In the event DST, at the Trust’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory changes and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii) or (iv) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. A In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements ("Compensation and Expenses") incurred in accordance connection with the provisions agency. Such compensation is set forth in a separate schedule to be agreed to by the Trust and DST, a copy of which is attached hereto as Exhibit B (collectivelyA. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”). B. In addition to CompensationDST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. B The Trust also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges firms (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreementLLC), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s 's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s 's request at the Trust’s 's or a third party’s 's premises, telecommunications equipment, telephone/telecommunication lines between the Trust a Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively and any other expenses incurred by DST on behalf of the “Expenses” and each an “Expense”)Fund listed on Exhibit A or, if applicablenot listed, then incurred with the prior consent or at the request of the Fund to the extent any of the foregoing are paid by DST. Reimbursable expenses, including but not limited to those listed on Exhibit A, represent pass through charges where DST has limited, if any, ability to negotiate the expense from the provider, but may include reasonable allocations to reimburse expenses incurred by DST to lessen the amount of an expense to the Fund or to add value to third party services (the "Added Value Expenses"). Regarding any future Added Value Expenses DST shall (i) provide written notice to the Fund each time DST invoices a new category of Added Value Expenses, identifying the amount of and the justification (the additional expense incurred by DST to lower the overall expense or to add value to the service being invoiced) for the markup, and (ii) obtain the Fund's consent to such markup, which consent shall not be unreasonably delayed or withheld. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust (the “Due Date”). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust a late fee equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth (15th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B may be increased as follows: i. On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; and ii. DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and (ii) materially increase cost of performance hereunder; and iii. DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. In the event DST, at the Trust’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory changes and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii) or (iv) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its DST’s services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time the compensation for all services rendered as AgentAgent as outlined on Exhibit B1, and also, its reasonable out-of-pocket expenses charges, counsel fees, and other disbursements incurred in connection with the agency outlined on Exhibit B, or, if not outlined on Exhibit B, incurred at the request of the Fund (“Compensation and Expenses”). If the Fund has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after prior written notice to the Fund, charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as calculated hereinafter defined in accordance with the provisions of Exhibit B (collectively, “Compensation”)Section 17. B. In addition to Compensation, the Trust The Fund also agrees promptly to reimburse DST for all those reasonable out-of-pocket expenses charges, counsel fees, and reasonably verified billable expenses or other disbursements outlined on Exhibit B, or, if not outlined on Exhibit B, incurred at the request of the Fund, incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges firms (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreementLLC), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the TrustFund’s request at the TrustFund’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation (“NSCC”) transaction fees (collectively the “Expenses” and each an “Expense”)fees, if applicable, to the extent any of the foregoing are paid by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the written request or with the written consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursementFund. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “Due Date”). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the TrustFund’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth tenth (15th10th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; and; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust Fund which features are not consistent with the TrustFund’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the TrustFund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the TrustFund’s aliquot allocable portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its DST’s services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements (“Compensation and Expenses”) incurred in connection with the agency. For the sake of clarity, each party will be responsible for its own counsel fees as calculated related to the negotiation of this Agreement. Such compensation is set forth in a separate schedule to be agreed to by the Fund and DST, a copy of which is attached hereto as Exhibit A. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined in Section 17. B. The Fund also agrees to reimburse DST in accordance with the provisions of Exhibit B (collectively, “Compensation”). B. In addition to Compensation, the Trust also agrees promptly to reimburse DST Section 6.C for all reasonable and reasonably verified billable or other expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, reasonable counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges firms (including for services provided by DST OutputBroadridge, LLC at rates agreed upon by the parties in a separate written agreementLLC), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the TrustFund’s request at the TrustFund’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and NSCC National Securities Clearing Corporation (“NSCC”) transaction fees (collectively the “Expenses” and each an “Expense”)fees, if applicable, to the extent any of the foregoing are paid by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the prior written consent of the Trust Fund will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement.Fund in accordance with Section 6.C. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “Due Date”). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the TrustFund’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth first (15th1st) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed disputed, which may be reasonably determined by the Fund, in good faith until the first fifth business day after the Revised Due Date. For the avoidance of doubt, the Revised Due Date shall not be before the thirty-fifth (35th) business day after receipt of the original statement by the Fund. E. The fees and charges set forth on Exhibit B A shall increase or may be increased upon mutual agreement of the parties hereto as follows: i. On (1) DST may increase the fees and charges as set forth on Exhibit A on the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; andA upon at least ninety (90) days prior written notice; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust Fund which features are not consistent with the TrustFund’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the TrustFund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph (ii1) of this Section 6.E, the parties shall confer, diligently and in good faith and agree upon a new fee provided, however, in the event the parties are unable to mutually agree on the increase in such fees, DST may, upon nine (9) months’ notice to Fund, terminate the Agreement without additional liability to Fund. If DST notifies the Fund of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the TrustFund’s aliquot pro-rata portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, as calculated and also all its reasonable out-of-pocket expenses, charges, counsel fees, and other disbursements (Compensation and Expenses) incurred in accordance connection with the provisions agency. Such compensation is set forth in a separate schedule to be agreed to by Fund and DST, a copy of Exhibit B (collectivelywhich is attached hereto and incorporated herein by reference. If Fund has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”)DST may, after written notice to Fund, charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the Trust Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable reimbursable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telegraphstelephone calls, pre-approved outside legal telegrams, stationery supplies, counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval)fees, outside printing and mailing charges firms (including for services provided by DST OutputOutput Technologies SRI Group, LLC at rates agreed upon by the parties in a separate written agreementInc.), magnetic tapes, reels or cartridges (if sent to the Trust a Fund or to a third party at the Trust’s Fund's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s Fund's request at the Trust’s Fund's or a third party’s 's premises, telephone/telecommunications equipment, telephone/ telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, transmission of statement data for remote printing or processing, and NSCC transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust (the “Due Date”). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust a late fee equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth (15th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B may be increased as follows: i. On the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit B; and ii. DST may increase the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and (ii) materially increase cost of performance hereunder; and iii. DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. In the event DST, at the Trust’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory changes and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii) or (iv) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust will pay to DST DST, from time to time time, a reasonable compensation for all services rendered as AgentAgent and, as calculated also, all DST's reasonable billable expenses, charges, counsel fees, and other disbursements ("Compensation and Expenses") incurred in accordance connection with the provisions agency. "Expenses" are more fully described in Section 6.B. of this Agreement. Such Compensation and Expenses are set forth in a separate schedule previously agreed to by the Trust and DST, a copy of which is attached hereto as Exhibit B (collectivelyA. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, “Compensation”)DST may charge against any monies held under this Agreement, the amount of any Compensation and Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the The Trust also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, : expenses for postage, ; express delivery services, ; freight charges, telephone calls, stationery supplies, ; envelopes, checks, drafts, forms (continuous or otherwise), ; specially requested reports and statements, ; telephone calls; telegraphs, pre-approved outside legal ; stationery supplies; counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, incurred in connection with the review of the legal sufficiency of documentation provided by a shareholder or otherwise as hereinafter defined in Section 8. B., arising out to the advisability of complying with the request or resulting from any delay while seeking and obtaining pre-approval), instruction of a shareholder or person purporting to act on behalf of a shareholder; outside printing and mailing charges firms (including for services provided by DST OutputOutput Technologies, LLC at rates agreed upon by the parties in a separate written agreementInc. and its affiliates ["OTI"]), ; magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s 's request) and magnetic tape handling charges, ; off-site record storage, storage and media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, ; computer equipment or telecommunications equipment installed at the Trust’s 's request at the Trust’s 's or a third party’s 's premises, ; telecommunications equipment and telephone/telecommunication lines between the Trust and its agents, on one hand, and DST on the other, ; proxy soliciting, processing and/or tabulating costs, ; second-site backup computer facility; transmission of statement data for remote printing or processing, processing other than by OTI (at a charge of .035/record); and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid or incurred by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business calendar day after receipt of the statement therefor by the Trust (the “"Due Date”"). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust shall pay a late fee charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%11/2) percentage points per month times the amount overdue overdue, times the number of months days from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s 's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B A shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise anniversary of this Agreement, in accordance with the “"Fee Increases” " provision in Exhibit B; andA; ii. (2) DST may increase the fees and charges set forth on Exhibit B (as provided below) A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase DST's cost of performance hereunder; and; iii. (3) DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s 's current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the Trust’s 's request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B A to the extent such Exception Services increase DST’s 's cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s 's aliquot portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund Trust feature.

Compensation and Expenses. A. In consideration for its services hereunder (a) The CEMEX Parties jointly and severally agree to pay the Dealer Managers, as Agent, the Trust will pay to DST from time to time compensation for all their services rendered as Agent, as calculated in accordance with the provisions of Exhibit B (collectively, “Compensation”). B. In addition to Compensation, the Trust also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST Dealer Managers in connection with the performance Offers and the Solicitations, the fees calculated and payable as set forth in Annex B hereto. The foregoing fee will be payable on the Settlement Date (as defined herein) concurrently with the exchange of services under this Agreement includingDebentures for New Senior Secured Notes pursuant to the Offers and Solicitations or such other date as may be agreed by the CEMEX Parties and you. (b) The CEMEX Parties further agree to pay directly or reimburse you, but not limited toas the case may be, for (i) all reasonable expenses incurred in relation to the preparation, printing, filing, mailing or other distribution of all Offering and Solicitation Documents and Additional Materials (in each case, as amended or supplemented, if amended or supplemented), (ii) all reasonable fees and expenses of the Exchange Agents and the Information Agents (including counsel therefore), (iii) all fees, if any, payable to Dealers (including you) and banks and trust companies as reimbursement for their customary mailing and handling fees and expenses incurred in forwarding the Offering and Solicitation Documents and any Additional Material to their customers, (iv) all reasonable expenses for postagethe preparation, express printing, authentication, issuance and delivery servicesof the New Senior Secured Notes, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telegraphs, pre-approved outside legal counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval), outside printing and mailing charges (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreement), magnetic tapes, reels or cartridges (if sent all expenses incident to the Trust issuance and delivery of New Senior Secured Notes, including any stamp, transfer or to a third party at similar taxes in connection with the Trust’s requestoriginal issuance and exchange of the New Senior Secured Notes for Debentures, (v) the printing (or reproduction) and magnetic tape handling chargesdelivery of this Agreement, off-site record storage, media for storage of records the Indenture and supplemental indentures to the Existing Indentures effecting the Proposed Amendments (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s request at the Trust’s or a third party’s premises, telephone/telecommunication lines between the Trust and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, transmission of statement data for remote printing or processing, and NSCC transaction fees (collectively the “Expenses” and each an “ExpenseSupplemental Indentures”), if applicableany blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the Offers and Solicitations, to the extent any of the foregoing are paid by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested(vi) all reasonable filing fees, attorneys’ fees and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. In addition, any other expenses incurred by DST at the request CEMEX Parties, the Capital SPVs or the Dealer Managers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the New Senior Secured Notes under the securities laws of the several states of the United States, the provinces of Canada, member states of the European Union, the United Kingdom or other jurisdictions reasonably designated by the Dealer Managers, (vii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the consent Indenture, the Supplemental Indentures and the New Senior Secured Notes, (viii) any fees payable in connection with the rating of the New Senior Secured Notes with the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the CEMEX Parties in connection with approval of the New Senior Secured Notes by The Depository Trust will be promptly reimbursed Company (“DTC”) in the United States, Euroclear Bank, S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) outside the United States, as applicable, for “book-entry” transfer, and the performance by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoice, or CEMEX Parties of their respective other reasonable evidence of such Expenses upon the request of the Trust as a condition to reimbursement. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust (the “Due Date”). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust a late fee equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust obligations under this Agreement, (x) any filings required to be made with the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid Financial Industry Regulatory Authority, Inc. (including filing fees and charges, including without limitation the reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth (15th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B may be increased as follows: i. On expenses of counsel for the first day of each new term as provided for in Section 22.A. or otherwise in accordance with the “Fee Increases” provision in Exhibit BDealer Managers relating to such filings); and ii. DST may increase (xi) the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications expenses of the accountants of the CEMEX Parties and (ii) materially increase cost of performance hereunder; and iii. DST may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalf; and iv. In the event DST, at the Trust’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and expenses of counsel (including local and special counsel) for the CEMEX Parties; and (xii) all of the Dealer Managers’ reasonable out-of-pocket costs and expenses (including, without limitation, reasonable and documented fees, disbursements and other charges for of Xxxxxxxx & Xxxxxxxx LLP and such Exception Services from those other legal counsel in other applicable jurisdictions and other experts as may be required, with the fees of Xxxxxxxx & Xxxxxxxx LLP subject to a fee cap of U.S.$625,000 plus disbursements) incurred in connection with the Offers and Solicitations; DTC, Euroclear and Clearstream are referred to herein collectively as the “Book-entry Transfer Facilities”, and each individually as a “Book-entry Transfer Facility”. All payments to be made by the CEMEX Parties pursuant to this Section 2(b) shall be made reasonably promptly after the expiration or termination of the Offers and the Solicitations or your withdrawal as a Dealer Manager, against delivery to the CEMEX Parties of statements therefor. The CEMEX Parties shall perform their obligations set forth on Exhibit B in this Section 2(b) whether or not the Offers and Solicitations are commenced or the CEMEX Parties exchange any Debentures of any series for New Senior Secured Notes pursuant to the extent such Exception Services increase DST’s cost Offers or the Proposed Amendments are consented to by the Holders of performance. If DST notifies the Trust any series of an increase in fees or charges pursuant to subparagraph (ii) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory changes and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (iii) or (iv) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund featureDebentures.

Compensation and Expenses. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust Fund will pay to DST from time to time compensation as set forth in Exhibit B, attached hereto for all services rendered as Agent, and also, all its reasonable billable expenses, charges, counsel fees (but only such counsel fees as calculated set forth in accordance paragraph 6.B. below), and other disbursements ("Compensation and Expenses") incurred in connection with the provisions agency. Such compensation is set forth in a separate schedule to be agreed to by the Fund and DST, a copy of which is attached hereto as Exhibit B B. If the Fund has not paid such Compensation and Expenses to DST within thirty (collectively30) days, “Compensation”)DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. B. In addition to Compensation, the Trust The Fund also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, pre-approved outside legal stationery supplies, counsel fees (it being agreed that DST shall not incurred in connection with legal questions pertaining to the legality, sufficiency or adequacy under applicable law of instructions, requests or documentation submitted by shareholders or persons purporting or alleging to be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out authorized to act on behalf of or resulting from any delay while seeking and obtaining pre-approval)shareholders, outside printing and mailing charges firms (including for services provided by DST OutputOutput Technology, LLC at rates agreed upon by the parties in a separate written agreementInc. and Output Technologies SRI Group, Inc. (individually and collectively "OTI")), magnetic tapes, reels or cartridges (if sent to the Trust Fund or to a third party at the Trust’s Fund's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s Fund's request at the Trust’s Fund's or a third party’s 's premises, telecommunications equipment, telephone/telecommunication lines between the Trust Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processingprocessing by a third party other than OTI, and NSCC National Securities Clearing Corporation ("NSCC") transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust Fund agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. . In addition, any other expenses incurred by DST at the request or with the consent of the Trust Fund will be promptly reimbursed by the TrustFund. Notwithstanding anything herein The foregoing reasonable billable expenses or disbursements will be invoiced by DST to the contraryFund without markup except for reasonable allocations to reimburse expenses incurred by DST to lessen expenses or to add value to third party services (the "Added Value Expenses"). DST shall (i) provide written notice to the Fund each time DST invoices a new category of Added Value Expenses, identifying the amount of and the justification (the additional expense incurred by DST to lower the overall expense or to add value to the service being invoiced) for the markup, and (ii) obtain the Fund's consent to such markup, which consent shall not be unreasonably delayed or withheld. Additionally, DST must provide a reasonably detailed itemized invoice, or other reasonable evidence of such Expenses upon the request of the Trust as a condition will seek to reimbursementconsult with Fund counsel prior to incurring reimbursable outside counsel fees. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust Fund (the “"Due Date”"). The Trust Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, DST may (i) pursuant to the terms of the Cash Utilization Arrangement, apply all Earnings (as defined in the Cash Utilization Arrangement) payable to the Trust remaining after payment of the then current invoice(s) to such overdue amounts including any interest due with respect thereto (to the extent that the Trust has provided written notice to participate in the Cash Utilization Arrangement), or (ii) after prior written notice to the Trust, charge the Trust Fund shall pay a late fee equal to the lesser of the maximum amount permitted by applicable law or the product charge of one and one-half percent (1.5%) per month times the amount overdue overdue, times the number of months or portion of a month from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s Fund's or DST’s 's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after giving thirty (30) days prior written notice to the Trust, charge against any monies in DST’s possession on behalf of the Trust under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The Trust shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys’ fees. D. In the event that any charges are disputed, the Trust Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifteenth fifth (15th5th) business day after the day on which DST provides to the Trust Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “"Revised Due Date”"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit B shall increase or may be increased as follows: i. (1) On the first day of each new term as provided for in Section 22.A. or otherwise term, in accordance with the “"Fee Increases” " provision in Exhibit B; and; ii. (2) DST may propose an increase in the fees and charges set forth on Exhibit B (as provided below) upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications and or (ii) materially increase cost of performance hereunder; and; iii. (3) DST may propose a charge for additional features of TA2000 used by which the Trust which Fund proposes to use provided such features are not consistent with the Trust’s Fund's current processing requirements and which the trust elects to utilize or have DST utilize on the Trust’s behalfrequirements; and iv. (4) In the event DST, at the Trust’s Fund's request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST’s 's cost of performance. DST shall provide the Fund with reasonable evidence of such increase in the cost of performance. If DST notifies the Trust Fund of an increase in fees or charges pursuant to subparagraph subparagraphs (ii2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust’s Fund's aliquot portion of the cost of developing the new software to comply with regulatory changes charges and for the increased cost of operation. If DST and the Fund are not able to agree upon such new fees, then the Fund shall have thirty (30) days upon which to accept DST's last offer or to announce the Fund's intention to terminate this Agreement. DST thereupon will have fifteen (15) days to accept the Fund's position on the proposed fee increase or to accept the termination of this Agreement. If such notice is accepted, the Fund shall deconvert from TA2000 within one hundred twenty (120) days of DST's notice of acceptance of termination. If DST notifies the Trust Fund of an increase in fees or charges under subparagraphs (iii3) or (iv4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund featurefeature or Exception Service. In the event that DST and the Fund are unable to agree upon a new fee, then DST shall not be obligated to provide such new service and shall not be entitled to such fee increase.