Common use of Fees; Expenses Clause in Contracts

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent VStock (the “Services”), the Company shall pay to the Warrant Agent VStock the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent VStock provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent VStock fees for such services at the Warrant AgentVStock’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent VStock for all reasonable and documented expenses incurred by the Warrant Agent VStock (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent VStock reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant AgentVStock. (b) The Company agrees and acknowledges that the Warrant Agent VStock may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent VStock shall assist the Company with the transfer of records of the Company held by the Warrant AgentVStock. The Warrant Agent VStock shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent CST (the “Services”), the Company shall pay to the Warrant Agent CST the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent CST provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent CST fees for such services at the Warrant AgentCST’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent CST for all reasonable and documented expenses incurred by the Warrant Agent CST (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent CST reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant AgentCST. (b) The Company agrees and acknowledges that the Warrant Agent CST may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent CST shall assist the Company with the transfer of records of the Company held by the Warrant AgentCST. The Warrant Agent CST shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent AST (the “Services”), the Company shall pay to the Warrant Agent AST the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent AST provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent AST fees for such services at the Warrant AgentAST’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent AST for all reasonable and documented expenses incurred by the Warrant Agent AST (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent AST reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant AgentAST. (b) The Company agrees and acknowledges that the Warrant Agent AST may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent AST shall assist the Company with the transfer of records of the Company held by the Warrant AgentAST. The Warrant Agent AST shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent VStock (the “Services”), the Company shall pay to the Warrant Agent VStock the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent VStock provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent VStock fees for such services at the Warrant AgentVStock’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent VStock for all reasonable and documented expenses incurred by the Warrant Agent VStock (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent VStock reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant AgentVStock. (b) The Company agrees and acknowledges that the Warrant Agent VStock may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) . Upon termination of this Agreement for any reason, the Warrant Agent VStock shall assist the Company with the transfer of records of the Company held by the Warrant AgentVStock. The Warrant Agent VStock shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “"Fees”"). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s 's reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the a. The Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto Peak One Investments, LLC a non-accountable fee (the “Fees”). If "Due Diligence Fee") of $10,000 and 15,000 shares of Restricted Stock to cover the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable expenses and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) analysis performed in connection with the Services analysis of the Company and the propriety of the Buyer's making the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysis. b. The Company will pay the legal fees of the Buyer's counsel (the “Expenses”); provided, however, that "Legal Fees") in the Warrant Agent reserves amount of $10,000 and will also pay 100% of the right disbursements actually incurred by counsel to request advance payment for any out-of-pocket expensesthe Buyer and invoiced by such on top of such. The Company further agrees to pay all Service the reasonable legal fees of the Buyer's counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's obligations or the exercise of the Buyer's remedies thereunder) or, if requested by the Buyer, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and Expenses issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within thirty ten (3010) days following receipt of an invoice from the Warrant Agenttherefor. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “"Services”"), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “"Fees”"). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s 's reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “"Additional Service Fee”"; together with the Fees, the “"Service Fees”"). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “"Expenses”"); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “"Record Transfer Services”").

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent Vstock (the “Services”), the Company shall pay to the Warrant Agent Vstock the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent Vstock provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent Vstock fees for such services at the Warrant AgentVstock’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent Vstock for all reasonable and documented expenses incurred by the Warrant Agent ▇▇▇▇▇▇ (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent Vstock reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant AgentVstock. (b) The Company agrees and acknowledges that the Warrant Agent Vstock may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent Vstock shall assist the Company with the transfer of records of the Company held by the Warrant AgentVstock. The Warrant Agent Vstock shall be entitled to reasonable additional compensation and reimbursement of any Expenses expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Warrant Certificates that are received after the termination of this Agreement (the “Record Transfer Services”)Agreement.

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) In consideration of services rendered pursuant to this Agreement, the Trust will pay the Administrators jointly a fee, computed daily and payable monthly, at the annual rate of 0.30% of the average daily net assets of each Fund. Net asset value shall be computed in accordance with the Funds' Prospectus and resolutions of the Trust's Board of Trustees. The Company fee for the period from the day of the month this Agreement is entered into until the end of that month shall reimburse be pro-rated according to the Warrant Agent proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. Such fee as is attributable to each Fund shall be a separate charge to such Fund and shall be the several (and not joint or joint and several) obligation of each such Fund. The Administrators will bear all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (performance of their services under this Agreement except as otherwise provided herein. Other expenses to be incurred in the “Expenses”)operation of the Funds, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of officers and trustees, who are not officers, directors, shareholders, partners or employees of the Administrators, or the Trust's investment advisor or distributor for the Funds, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory, fund accounting and administration fees, charges of custodians and transfer agents, certain insurance-premiums, outside auditing and legal expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders, costs of shareholder reports and meetings and any extraordinary expenses, will be borne by the Trust; provided, however, that the Warrant Agent reserves Funds will not bear, directly or indirectly, the right cost of any activity which is primarily intended to request advance payment result in the distribution of shares of the Funds. If in any fiscal year any Fund's aggregate expenses (as defined under the securities regulations of any state having jurisdiction over the Fund) exceed the expense limitations of any such state, the Administrators jointly and severally agree to reimburse such Fund for a portion of any out-of-pocket expensessuch excess expense in an amount equal to the proportion that the fees otherwise payable to the Administrators bear to the total amount of investment advisory and administration fees otherwise payable by the Fund. The Company agrees expense reimbursement obligation of the Administrators is limited to pay all Service Fees the amount of their fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrators shall reimburse such Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrators bear to the total amount of investment advisory and Expenses within thirty (30) days following receipt administration fees otherwise payable by the Fund regardless of an invoice from the Warrant Agentamount of fees paid to the Administrators during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated, reconciled and paid on a monthly basis. (b) The Company Trust agrees on behalf of each Fund to reimburse DIA, up to the amount set forth in the next succeeding sentence, for DIA's costs ("Costs") of providing sub-accounting and acknowledges recordkeeping services to persons who beneficially own shares of the Fund as a result of investing through omnibus arrangements with a Fund shareholder of record. The amount to be reimbursed will be computed periodically based on the aggregate value of Fund shares so beneficially owned ("Beneficial Aggregate Value") and will not exceed the lesser of (i) the Costs actually borne by DIA or (ii) that amount computed by determining the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date actual cost of this Agreement, transfer agency services borne by the annual Fund without taking into account the Beneficial Aggregate Value and applying that percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”)Beneficial Aggregate Value.

Fees; Expenses. As consideration for (a) Equiniti shall, or shall cause its Affiliates (as defined below), to provide to the Company the services provided by the Warrant Agent listed on Schedule 1 (the “Services”). In consideration of such Services, the Company shall pay to the Warrant Agent Equiniti the fees set forth on Schedule 1 hereto 2 (the “Fees”). If the Company requests that the Warrant Agent Equiniti provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent Equiniti fees for such services at the Warrant AgentEquiniti’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (ab) The Company shall reimburse the Warrant Agent Equiniti for all reasonable and documented expenses incurred by the Warrant Agent Equiniti (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent Equiniti reserves the right to request advance payment for any out-of-pocket expensesexpenses and Equiniti shall receive written approval from the Company for any out-of-pocket expenses exceeding $1,000. The Company agrees to pay all Service Fees and Expenses within thirty forty-five (3045) days following receipt of an invoice from the Warrant AgentEquiniti. (bc) The Company agrees and acknowledges that the Warrant Agent Equiniti may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus one-half (0.5%), provided that such annual increase will be limited to no more than three percent (3%) per year. (cd) Upon termination of this Agreement for any reason, the Warrant Agent Equiniti shall assist the Company with the transfer of records of the Company held by the Warrant AgentEquiniti. The Warrant Agent Equiniti shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “"Fees”"). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s 's reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth pursuant to the fee schedule mutually agreed upon by the parties hereto and provided separately on Schedule 1 hereto the date hereof, (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall The Pledgor will pay to the Warrant Collateral Agent and the fees set forth on Schedule 1 Securities Intermediary in accordance with the terms of the Fee Letter attached hereto as Exhibit D hereto (the “Fees”)"Fee Letter") compensation for all services rendered by the Collateral Agent and the Securities Intermediary hereunder. If the Company requests that the Warrant Agent provide additional services not contemplated herebyIn addition, the Company shall Pledgor will upon demand pay to the Warrant Collateral Agent and the Securities Intermediary the amount of any and all reasonable fees for such services at and expenses, including the Warrant Agent’s reasonable fees and customary ratesexpenses of their respective counsel and of any experts and agents, such fees which the Collateral Agent and the Securities Intermediary may incur in connection with (a) the administration of this Agreement, (b) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (c) the investment or reinvestment of any income, proceeds or payments in respect of the Collateral received by the Collateral Agent and/or Securities Intermediary pursuant to be governed by the terms of a separate agreement to be mutually agreed to this Agreement, (d) the exercise or enforcement of any of the rights of the Collateral Agent and entered into Securities Intermediary hereunder or (e) the failure by the Parties at such Pledgor to perform or observe any of the provisions hereof. It is understood that the compensation of the Collateral Agent and the Securities Intermediary may be reasonably adjusted from time (the “Additional Service Fee”; together to time to conform with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent their current guidelines (including, without limitation, reasonable and documented fees fees, expenses and disbursements of counsel) in connection with ). The Collateral Agent and the Services (Securities Intermediary shall look solely to the “Expenses”); providedPledgor for payment of their respective costs, however, that the Warrant Agent reserves the fees and expenses and shall not have any right to request advance payment reimburse themselves for any out-of-pocket expensesfees or expenses from the Collateral and may not sell, convey or otherwise dispose of any Collateral for such purpose. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records rights of the Company held by the Warrant Agent. The Warrant Collateral Agent and Securities Intermediary to payment under this Section 15 shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after survive notwithstanding the termination of this Agreement (or the “Record Transfer Services”)resignation or removal of the Collateral Agent or the Securities Intermediary.

Fees; Expenses. As consideration for the services provided by the Warrant Agent Equiniti Trust Company, LLC (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent Endeavor (the “Services”), the Company shall pay to the Warrant Agent Endeavor the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent Endeavor provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent Endeavor fees for such services at the Warrant AgentEndeavor’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent Endeavor for all reasonable and documented expenses incurred by the Warrant Agent Endeavor (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent Endeavor reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant AgentEndeavor. (b) The Company agrees and acknowledges that the Warrant Agent Endeavor may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent Endeavor shall assist the Company with the transfer of records of the Company held by the Warrant AgentEndeavor. The Warrant Agent Endeavor shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent WCST (the “Services”), the Company shall pay to the Warrant Agent WCST the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent WCST provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent WCST fees for such services at the Warrant AgentWCST’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent WCST for all reasonable and documented expenses incurred by the Warrant Agent WCST (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent WCST reserves the right to request advance payment for any reasonable and documented out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant AgentWCST. (b) The Company agrees and acknowledges that the Warrant Agent WCST may adjust the Service Fees may annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus three percent (3%). (c) Upon termination of this Agreement for any reason, the Warrant Agent WCST shall assist the Company with the transfer of records of the Company held by the Warrant AgentWCST as promptly as practicable. The Warrant Agent WCST shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for (a) Equiniti shall, or shall cause its Affiliates (as defined below), to provide to the Company the services provided by the Warrant Agent listed on Schedule 1 (the “Services”). In consideration of such Services, the Company shall pay to the Warrant Agent Equiniti the fees set forth on Schedule 1 hereto 2 (the “Fees”). If the Company requests that the Warrant Agent Equiniti provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent Equiniti fees for such services at the Warrant AgentEquiniti’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (ab) The Company shall reimburse the Warrant Agent Equiniti for all reasonable and documented expenses incurred by the Warrant Agent Equiniti (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent Equiniti reserves the right to request advance payment for any out-of-pocket expensesexpenses and Equiniti shall receive written approval from the Company for any out-of-pocket expenses exceeding $2,500. The Company agrees to pay all Service Fees and Expenses within thirty forty-five (3045) days following receipt of an invoice from the Warrant AgentEquiniti. (bc) The Company agrees and acknowledges that the Warrant Agent Equiniti may adjust the Service Fees annually, on or about each anniversary date of this Agreement, annually by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus one percent (1%). (cd) Upon termination of this Agreement for any reason, the Warrant Agent Equiniti shall assist the Company with the transfer of records of the Company held by the Warrant AgentEquiniti. The Warrant Agent Equiniti shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. (a) As consideration for the services provided by the Warrant Agent listed on Schedule 1 (the “Services”), the Company shall pay to the Warrant Agent AST the fees set forth on Schedule 1 hereto 2 (the “Fees”). If the Company requests that the Warrant Agent AST provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent AST fees for such services at the Warrant AgentAST’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (ab) The Company shall reimburse the Warrant Agent AST for all reasonable and documented expenses incurred by the Warrant Agent AST (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that AST shall receive written approval from the Warrant Agent reserves the right to request advance payment Company for any out-of-out of pocket expensesexpenses in excess of $1,500. The Company agrees to pay all Service Fees and Expenses within thirty forty-five (3045) days following receipt of an invoice from the Warrant AgentAST. (bc) The Company agrees and acknowledges that the Warrant Agent AST may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus one half percent (0.5%), provided that such annual increase will be limited to no more than three percent (3%) per year. (cd) Upon termination of this Agreement for any reason, the Warrant Agent AST shall assist the Company with the transfer of records of the Company held by the Warrant AgentAST. The Warrant Agent AST shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”). AST will perform its services in assisting with the transfer of records in a diligent and professional manner.

Fees; Expenses. As consideration for (a) Equiniti shall, or shall cause its Affiliates (as defined below), to provide to the Company the services provided by the Warrant Agent listed on Schedule 1 (the “Services”). In consideration of such Services, the Company shall pay to the Warrant Agent Equiniti the fees set forth on Schedule 1 hereto 2 (the “Fees”). If the Company requests that the Warrant Agent Equiniti provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent Equiniti fees for such services at the Warrant AgentEquiniti’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (ab) The Company shall reimburse the Warrant Agent Equiniti for all reasonable and documented expenses incurred by the Warrant Agent Equiniti (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent Equiniti reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from Equiniti. If the Warrant AgentCompany fails to pay the Fees when due, in addition to all other remedies available hereunder or at law, all such payments shall bear interest at a rate that is the lesser of (i) 2.5% per month on the basis of a 365-day year and (b) the highest rate permissible under applicable law, subject to a $50 minimum. (bc) The Company agrees and acknowledges that During each twelve-month period of the Warrant Agent Term, Equiniti may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by up to the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus three percent (3%). Further, Equiniti may adjust the Service Fees to reflect cost increases due to (i) changes mandated by legal or regulatory requirements, or (ii) additional services requested by the Company that are not ordinarily provided by Equiniti to its customers generally without charging fees. (cd) Upon termination of this Agreement for any reason, the Warrant Agent Equiniti shall assist the Company with the transfer of records of the Company held by the Warrant AgentEquiniti. The Warrant Agent Equiniti shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent AST (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent AST provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. (a) As consideration for the services provided by the Warrant Agent listed on Schedule 1 (the “Services”), the Company shall pay to the Warrant Agent AST the fees set forth on Schedule 1 hereto 2 (the “Fees”). If the Company requests that the Warrant Agent AST provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent AST fees for such services at the Warrant AgentAST’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (ab) The Company shall reimburse the Warrant Agent AST for all reasonable and documented expenses incurred by the Warrant Agent AST (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent AST reserves the right to request advance payment for any out-of-pocket expensesexpenses and AST shall receive written approval from the Company for any out-of-pocket expenses exceeding $1,000. The Company agrees to pay all Service Fees and Expenses within thirty forty-five (3045) days following receipt of an invoice from the Warrant AgentAST. (bc) The Company agrees and acknowledges that the Warrant Agent AST may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus one-half percent (0.5%), provided that such annual increase will be limited to no more than three percent (3%) per year. (cd) Upon termination of this Agreement for any reason, the Warrant Agent AST shall assist the Company with the transfer of records of the Company held by the Warrant AgentAST. The Warrant Agent AST shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. (a) As consideration for the services provided by the Warrant Agent listed on Schedule 1 (the “Services”), the Company shall pay to the Warrant Agent AST the fees set forth on Schedule 1 hereto 2 (the “Fees”). If the Company requests that the Warrant Agent AST provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent AST fees for such services at the Warrant AgentAST’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (ab) The Company shall reimburse the Warrant Agent AST for all reasonable and documented expenses incurred by the Warrant Agent AST (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that AST shall receive written approval from the Warrant Agent reserves the right to request advance payment Company for any out-of-pocket expensesexpenses in excess of $5,000 (such approval not to be unreasonably delayed, withheld or conditioned). The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant AgentAST. (bc) The Company agrees and acknowledges that the Warrant Agent AST may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus one-half percent (0.5%), provided that such annual increase will be limited to no more than three percent (3%) per year. (cd) Upon termination of this Agreement for any reason, the Warrant Agent AST shall assist the Company with the transfer of records of the Company held by the Warrant AgentAST. The Warrant Agent AST shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates Certificates, if any, that are received after the termination of this Agreement (the “Record Transfer Services”). AST will perform the Record Transfer Services in a diligent and professional manner in accordance with generally accepted industry practice for the industry in which the Services are to be provided.

Fees; Expenses. As consideration for the services provided by the Warrant Agent [*] (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent [*] provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. (a) As consideration for the services provided by the Warrant Agent listed on Schedule 1 (the “Services”), the Company shall pay to the Warrant Agent Equiniti the fees set forth on Schedule 1 hereto 2 (the “Fees”). If the Company requests that the Warrant Agent Equiniti provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent Equiniti fees for such services at the Warrant AgentEquiniti’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (ab) The Company shall reimburse the Warrant Agent Equiniti for all reasonable and documented expenses incurred by the Warrant Agent Equiniti (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent Equiniti reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from Equiniti. If the Warrant AgentCompany fails to pay the Fees when due, in addition to all other remedies available hereunder or at law, all such payments shall bear interest at a rate that is the lesser of (i) 2.5% per month on the basis of a 365-day year and (b) the highest rate permissible under applicable law, subject to a $50 minimum. (bc) The Company agrees and acknowledges that During each twelve-month period of the Warrant Agent Term, Equiniti may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by up to the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics., Further, Equiniti may adjust the Service Fees to reflect cost increases due to (i) changes mandated by legal or regulatory requirements, or (ii) additional services requested by the Company that are not ordinarily provided by Equiniti to its customers generally without charging fees (cd) Upon termination of this Agreement for any reason, the Warrant Agent Equiniti shall assist the Company with the transfer of records of the Company held by the Warrant AgentEquiniti. The Warrant Agent Equiniti shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As In consideration for of the services provided rendered and expenses assumed by the Warrant Agent (the “Services”), the Company shall pay Administrator pursuant to this Agreement and by Administrator pursuant to the Warrant Agent Fund Accounting Agreement, dated January 1, 2001 between Administrator and the fees Trust, each of the Funds will pay Administrator on the first business day of each month, or at such time(s) as Administrator shall request and the parties hereto shall agree, a fee, computed daily and paid as specified below, equal to the applicable annual rate set forth on Schedule 1 hereto (A hereto. The fee for the “Fees”)period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. If Upon any termination of this Agreement before the Company requests that the Warrant Agent provide additional services not contemplated herebyend of any month, the Company fee for such part of a month shall pay be prorated according to the Warrant Agent proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees for such services at payable to Administrator, the Warrant Agent’s reasonable and customary rates, such fees to be governed by value of the terms net assets of a separate agreement particular Fund shall be computed in the manner described in the Trust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to be mutually agreed to and entered into by time is in effect for the Parties at computation of the value of such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) net assets in connection with the Services (determination of the “Expenses”)liquidating value of the shares of such Fund. Administrator will from time to time employ or associate with itself such person or persons as Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be officers or employees who are employed by both Administrator and the Trust. The 2 compensation of such person or persons shall be paid by Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Trustees who are not partners, officers, directors, shareholders or employees of Administrator or the investment adviser or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, outside auditing and legal expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and Trustees' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Warrant Agent reserves Funds will not bear, directly or indirectly, the right costs of any activity which is primarily intended to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change result in the latest Consumer Price Index distribution of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records shares of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”)Funds.

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates stock certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. (a) As consideration for the services provided by the Warrant Agent listed on Schedule 1 (the “Services”), the Company Fund shall pay to the Warrant Agent AST the fees set forth on Schedule 1 hereto 2 (the “Fees”). If the Company Fund requests that the Warrant Agent AST provide additional services not contemplated hereby, the Company Fund shall pay to the Warrant Agent AST fees for such services at the Warrant AgentAST’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (ab) The Company Fund shall reimburse the Warrant Agent AST for all reasonable and documented expenses incurred by the Warrant Agent AST (including, without limitation, reasonable and documented fees and disbursements of outside counsel, but only to the extent that the Sponsor has provided prior written approval regarding the engagement by AST of such outside counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent AST reserves the right to request advance payment for any out-of-pocket expenses. The Company Fund agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant AgentAST. (bc) The Company Fund agrees and acknowledges that the Warrant Agent AST may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statisticsfive percent (5%). (cd) Upon termination of this Agreement for any reason, the Warrant Agent AST shall assist the Company Fund with the transfer of records of the Company Fund held by the Warrant AgentAST. The Warrant Agent AST shall be entitled to reasonable additional compensation record transfer services fee of $8,500 and reimbursement of any reasonable Expenses for the preparation and delivery of such records to the successor agent or to the CompanyFund, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. (a) As consideration for the services provided by the Warrant Agent listed on Schedule 1 (the “Services”), the Company shall pay to the Warrant Agent AST the fees set forth on Schedule 1 hereto 2 (the “Fees”). If the Company requests that the Warrant Agent AST provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent AST fees for such services at the Warrant AgentAST’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (ab) The Company shall reimburse the Warrant Agent AST for all reasonable and documented expenses incurred by the Warrant Agent AST (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that AST shall receive written approval from the Warrant Agent reserves the right to request advance payment Company for any out-of-pocket expensesexpenses exceeding $2,500. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant AgentAST. (bc) The Company agrees and acknowledges that the Warrant Agent AST may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus three percent (3%). (cd) Upon termination of this Agreement for any reason, the Warrant Agent AST shall assist the Company with the transfer of records of the Company held by the Warrant AgentAST. The Warrant Agent AST shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse In consideration of services rendered pursuant to this Agreement, the Warrant Agent for all reasonable Trust will pay Denver Investments a fee, computed daily and documented expenses incurred payable monthly, at the annual rate of 0.10% on the first $3,500,000,000 of the Trust’s average aggregate daily net assets and 0.05% on the Trust average aggregate daily net assets in excess of $3,500,000,000, allocated proportionately to each Fund based on such Fund’s average daily net assets divided by the Warrant Agent Trust’s average aggregate daily net assets. Net asset value shall be computed in accordance with the Funds’ Prospectus and resolutions of the Trust’s Board of Trustees. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be pro-rated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. Such fee as is attributable to each Fund shall be a separate charge to such Fund and shall be the several (including, without limitation, reasonable and documented fees not joint or joint and disbursements several) obligation of counsel) each such Fund. Denver Investments will bear all expenses in connection with the Services (performance of their services under this Agreement except as otherwise provided herein. Other expenses to be incurred in the “Expenses”)operation of the Funds, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of officers and trustees, who are not officers, directors, shareholders, partners or employees of Denver Investments, except for a portion of the Chief Compliance Officer salary as agreed separately by the Trust, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory, fund accounting and administration fees, charges of custodians and transfer agents, certain insurance-premiums, outside auditing and legal expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders, costs of shareholder reports and meetings and any extraordinary expenses, will be borne by the Trust; provided, however, that the Warrant Agent reserves Funds will not bear, directly or indirectly, the right cost of any activity which is primarily intended to request advance payment result in the distribution of shares of the Funds. If in any fiscal year any Fund’s aggregate expenses (as defined under the securities regulations of any state having jurisdiction over the Fund) exceed the expense limitations of any such state, Denver Investments agrees to reimburse such Fund for a portion of any out-of-pocket expensessuch excess expense in an amount equal to the proportion that the fees otherwise payable to the Administrators bear to the total amount of investment advisory and administration fees otherwise payable by the Fund. The Company agrees expense reimbursement obligation of Denver Investments is limited to pay all Service Fees the amount of their fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, Denver Investments shall reimburse such Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to Denver Investments bears to the total amount of investment advisory and Expenses within thirty (30) days following receipt administration fees otherwise payable by the Fund regardless of an invoice from the Warrant Agentamount of fees paid to Denver Investments during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated, reconciled and paid on a monthly basis. (b) The Company Trust agrees on behalf of each Fund to reimburse Denver Investments, up to the amount set forth in this section, for Denver Investments’ costs (“Costs”) of providing sub-accounting and acknowledges recordkeeping services to persons who beneficially own shares of the Fund as a result of investing through omnibus arrangements with a Fund shareholder of record. The amount to be reimbursed will be computed periodically based on the aggregate value of Fund shares so beneficially owned (“Beneficial Aggregate Value”) and will not exceed the lesser of (i) the Costs actually borne by Denver Investments or (ii) that the Warrant Agent may adjust the Service Fees annuallyamount computed on a periodic basis, on or about each anniversary date of this Agreementbut not less than quarterly, by determining at the annual percentage beginning of change in each applicable period the latest Consumer Price Index actual cost of All Urban Consumers United States City Average, as published transfer agency services borne by the U.S. Department of Labor, Bureau of Labor StatisticsTrust as follows: (1) Calculate the effective rate by taking the Fund Retail Class Transfer Agency Costs divided by the Fund Retail Class Assets serviced directly by the Fund’s Transfer Agent. (c2) Upon termination of this Agreement Multiply the effective rate by the Fund Retail Class assets in the omnibus accounts to determine the annualized reimbursement amount. (3) Divide the reimbursement amount by the Total Fund Retail Class Assets to obtain the Reimbursement Rate (4) Multiply the daily factor for any reason, the Warrant Agent shall assist Reimbursement Rate by the Company with Fund Retail Class Total Assets each day in the transfer of records calculation of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation Fund’s expenses and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”)net asset value computation.

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse In consideration of services rendered pursuant to this Agreement, the Warrant Agent for all reasonable Trust will pay the Administrators jointly a fee, computed daily and documented expenses incurred payable monthly, at the annual rate of 0.25% on the first $750,000,000 of the Trust's average aggregate daily net assets, 0.20% on the next $250,000,000 of the Trust's average aggregate daily net assets and 0.125% on theTrust average aggregate daily net assets in excess of $1,000,000,000, allocated proportionately to each Fund based on such Fund's average daily net assets divided by the Warrant Agent Trust's average aggregate daily net assets. Net asset value shall be computed in accordance with the Funds' Prospectus and resolutions of the Trust's Board of Trustees. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be pro-rated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. Such fee as is attributable to each Fund shall be a separate charge to such Fund and shall be the several (including, without limitation, reasonable and documented fees not joint or joint and disbursements several) obligation of counsel) each such Fund. The Administrators will bear all expenses in connection with the Services (performance of their services under this Agreement except as otherwise provided herein. Other expenses to be incurred in the “Expenses”)operation of the Funds, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of officers and trustees, who are not officers, directors, shareholders, partners or employees of the Administrators, or the Trust's investment advisor or distributor for the Funds, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory, fund accounting and administration fees, charges of custodians and transfer agents, certain insurance-premiums, outside auditing and legal expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders, costs of shareholder reports and meetings and any extraordinary expenses, will be borne by the Trust; provided, however, that the Warrant Agent reserves Funds will not bear, directly or indirectly, the right cost of any activity which is primarily intended to request advance payment result in the distribution of shares of the Funds. If in any fiscal year any Fund's aggregate expenses (as defined under the securities regulations of any state having jurisdiction over the Fund) exceed the expense limitations of any such state, the Administrators jointly and severally agree to reimburse such Fund for a portion of any out-of-pocket expensessuch excess expense in an amount equal to the proportion that the fees otherwise payable to the Administrators bear to the total amount of investment advisory and administration fees otherwise payable by the Fund. The Company agrees expense reimbursement obligation of the Administrators is limited to pay all Service Fees the amount of their fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrators shall reimburse such Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrators bear to the total amount of investment advisory and Expenses within thirty (30) days following receipt administration fees otherwise payable by the Fund regardless of an invoice from the Warrant Agentamount of fees paid to the Administrators during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated, reconciled and paid on a monthly basis. (b) The Company Trust agrees on behalf of each Fund to reimburse DIA, up to the amount set forth in the next succeeding sentence, for DIA's costs ("Costs") of providing sub-accounting and acknowledges recordkeeping services to persons who beneficially own shares of the Fund as a result of investing through omnibus arrangements with a Fund shareholder of record. The amount to be reimbursed will be computed periodically based on the aggregate value of Fund shares so beneficially owned ("Beneficial Aggregate Value") and will not exceed the lesser of (i) the Costs actually borne by DIA or (ii) that amount computed on a semi-annual basis by determining at the Warrant Agent may adjust beginning of each semi-annual calendar period the Service Fees annually, on or about each anniversary date actual cost of this Agreement, transfer agency services for the prior semi-annual calendar period borne by the annual Trust without taking into account the Beneficial Aggregate Value and applying that percentage of change in to the latest Consumer Price Index of All Urban Consumers United States City Average, Beneficial Aggregate Value as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement beginning of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”)each semi-annual calendar period.

Fees; Expenses. As Expense Reimbursement In consideration for of services rendered and expenses assumed pursuant to this Agreement, each of the services provided by Funds will pay Administrator on the Warrant Agent (first business day of each month, or at such time(s) as Administrator shall request and the “Services”)parties hereto shall agree, a fee computed daily and paid as specified below calculated at the Company shall pay to the Warrant Agent the fees applicable annual rate set forth on Schedule 1 hereto (A hereto. The fee for the “Fees”)period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. If Upon any termination of this Agreement before the Company requests that the Warrant Agent provide additional services not contemplated herebyend of any month, the Company fee for such part of a month shall pay be prorated according to the Warrant Agent proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees for such services at payable to Administrator, the Warrant Agent’s reasonable and customary rates, such fees to be governed by value of the terms net assets of a separate agreement particular Fund shall be computed in the manner described in the Trust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to be mutually agreed to and entered into by time is in effect for the Parties at computation of the value of such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) net assets in connection with the Services (determination of the “Expenses”); provided, however, that liquidating value of the Warrant Agent reserves shares of such Fund. Administrator will from time to time employ or associate with itself such person or persons as Administrator may believe to be particularly fitted to assist it in the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both Administrator and the annual percentage Trust. The compensation of change such person or persons shall be paid by Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics. (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records operation of the Company held by Funds including taxes, interest, brokerage fees and commissions, if any, fees of Trustees who are not partners, officers, directors, shareholders or employees of Administrator or the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses investment adviser or distributor for the preparation Funds, Commission fees and delivery state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of such records to the successor agent or to the Companyportfolio securities, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).service organization fees, certain insurance premiums,

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse In consideration of services rendered pursuant to this Agreement, the Warrant Agent for all reasonable Trust will pay Denver Investments a fee, computed daily and documented expenses incurred payable monthly, at the annual rate of 0.1 0% on the first $3,500,000,000 of the Trust's average aggregate daily net assets and 0.05% on the Trust average aggregate daily net assets in excess of $3,500,000,000, allocated proportionately to each Fund based on such Fund's average daily net assets divided by the Warrant Agent Trust's average aggregate daily net assets. Net asset value shall be computed in accordance with the Funds' Prospectus and resolutions of the Trust's Board of Trustees. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be pro- rated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. Such fee as is attributable to each Fund shall be a separate charge to such Fund and shall be the several (including, without limitation, reasonable and documented fees not joint or joint and disbursements several) obligation of counsel) each such Fund. Denver Investments will bear all expenses in connection with the Services (performance of their services under this Agreement except as otherwise provided herein. Other expenses to be incurred in the “Expenses”)operation of the Funds, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of officers and trustees, who are not officers, directors, shareholders, partners or employees of Denver Investments, except for a portion of the Chief Compliance Officer salary as agreed separately by the Trust, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory, fund accounting and administration fees, charges of custodians and transfer agents, certain insurance-premiums, outside auditing and legal expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders, costs of shareholder reports and meetings and any extraordinary expenses, will be borne by the Trust; provided, however, that the Warrant Agent reserves Funds will not bear, directly or indirectly, the right cost of any activity which is primarily intended to request advance payment result in the distribution of shares of the Funds. If in any fiscal year any Fund's aggregate expenses (as defined under the securities regulations of any state having jurisdiction over the Fund) exceed the expense limitations of any such state, Denver Investments agrees to reimburse such Fund for a portion of any out-of-pocket expensessuch excess expense in an amount equal to the proportion that the fees otherwise payable to the Administrators bear to the total amount of investment advisory and administration fees otherwise payable by the Fund. The Company agrees expense reimbursement obligation of Denver Investments is limited to pay all Service Fees the amount of their fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, Denver Investments shall reimburse such Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to Denver Investments bears to the total amount of investment advisory and Expenses within thirty (30) days following receipt administration fees otherwise payable by the Fund regardless of an invoice from the Warrant Agentamount of fees paid to Denver Investments during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated, reconciled and paid on a monthly basis. (b) The Company Trust agrees on behalf of each Fund to reimburse Denver Investments, up to the amount set forth in this section, for Denver Investments' costs ("Costs") of providing sub-accounting and acknowledges recordkeeping services to persons who beneficially own shares of the Fund as a result of investing through omnibus arrangements with a Fund shareholder of record. The amount to be reimbursed will be computed periodically based on the aggregate value of Fund shares so beneficially owned ("Beneficial Aggregate Value") and will not exceed the lesser of (i) the Costs actually borne by Denver Investments or (ii) that the Warrant Agent may adjust the Service Fees annuallyamount computed on a periodic basis, on or about each anniversary date of this Agreementbut not less than quarterly, by determining at the annual percentage beginning of change in each applicable period the latest Consumer Price Index actual cost of All Urban Consumers United States City Average, as published transfer agency services borne by the U.S. Department of Labor, Bureau of Labor StatisticsTrust as follows: (1) Calculate the effective rate by taking the Fund Retail Class Transfer Agency Costs divided by the Fund Retail Class Assets serviced directly by the Fund's Transfer Agent. (c2) Upon termination of this Agreement Multiply the effective rate by the Fund Retail Class assets in the omnibus accounts to determine the annualized reimbursement amount. (3) Divide the reimbursement amount by the Total Fund Retail Class Assets to obtain the Reimbursement Rate (4) Multiply the daily factor for any reason, the Warrant Agent shall assist Reimbursement Rate by the Company with Fund Retail Class Total Assets each day in the transfer of records calculation of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation Fund's expenses and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”)net asset value computation.

Fees; Expenses. As consideration for the services provided by the Warrant Agent VStock (the “Services”), the Company shall pay to the Warrant Agent VStock the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that the Warrant Agent VStock provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent VStock fees for such services at the Warrant AgentVStock’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent VStock for all reasonable and documented expenses incurred by the Warrant Agent VStock (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent VStock reserves the right to request advance payment for any reasonable and documented out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant AgentVStock. (b) The Company agrees and acknowledges that the Warrant Agent VStock may adjust the Service Fees may annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus three percent (3%). (c) Upon termination of this Agreement for any reason, the Warrant Agent VStock shall assist the Company with the transfer of records of the Company held by the Warrant AgentVStock as promptly as practicable. The Warrant Agent VStock shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. (a) As consideration for the services provided by the Warrant Agent listed on Schedule 1 (the “Services”), the Company shall pay to the Warrant Agent AST the fees set forth on Schedule 1 hereto 2 (the “Fees”). If the Company requests that the Warrant Agent AST provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent AST fees for such services at the Warrant AgentAST’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (ab) The Company shall reimburse the Warrant Agent AST for all reasonable and documented out-of-pocket expenses incurred by the Warrant Agent AST (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that any such Expenses shall not exceed $500 in any calendar quarter without written approval of the Warrant Agent reserves the right to request advance payment for any out-of-pocket expensesCompany. The Company agrees to pay all Service Fees and Expenses Fund shall notify AST in writing within thirty (30) 30 calendar days following receipt of an each invoice from if the Warrant AgentFund is disputing any amounts in good faith. The Fund shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount, if any, to be paid. (bc) The Company agrees and acknowledges that the Warrant Agent AST may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus one percent (1%). (cd) Upon termination of this Agreement for any reason, the Warrant Agent AST shall assist the Company with the transfer of records of the Company held by the Warrant AgentAST. The Warrant Agent AST shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Fees; Expenses. As consideration for the services provided by the Warrant Agent (the “Services”), the Company shall pay to the Warrant Agent the fees set forth mutually agreed upon by the parties on Schedule 1 hereto or around the date hereof (the “Fees”). If the Company requests that the Warrant Agent provide additional services not contemplated hereby, the Company shall pay to the Warrant Agent fees for such services at the Warrant Agent’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”). (a) The Company shall reimburse the Warrant Agent for all reasonable and documented expenses incurred by the Warrant Agent (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that the Warrant Agent reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from the Warrant Agent. (b) [The Company agrees and acknowledges that the Warrant Agent may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics.Statistics.][1] (c) Upon termination of this Agreement for any reason, the Warrant Agent shall assist the Company with the transfer of records of the Company held by the Warrant Agent. The Warrant Agent shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation preparation, delivery and delivery transfer of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”)Agreement.