Common use of PROCESSING AND TIMING OF TRANSACTIONS Clause in Contracts

PROCESSING AND TIMING OF TRANSACTIONS. a. The Company hereby appoints Service Provider as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares from the Plans and/or Participants, as applicable. On each day the New York Stock Exchange (the Exchange") is open for business (each, a "Business Day"), Service Provider may receive instructions from the Plans and/or Participants for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by Service Provider prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day and transmitted by Service Provider to Integrated by (i) 4:00 a.m. Eastern time via NSCC Defined Contribution Clearance and Settlement System ("DCC&S") or (ii) 8:00 a.m. Eastern time via facsimile the next Business Day will be executed by the Fund at the net asset value determined as of the Close of Trading on the Business Day the order was received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business day. Any Orders received by Service Provider on such day but after the Close of Trading, and all Orders that are transmitted to Integrated after 8:00 a.m. Eastern on the next Business Day, will be executed by the Fund at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day on which an Order is executed by the Fund pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date." b. By 7:00 p.m. Eastern time, on a best efforts basis, on each Business Day, Integrated will provide to Service Provider via facsimile or other electronic transmission acceptable to Service Provider the Funds' net asset value, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading. c. By 8:00 a.m. Eastern time on the Business Day following the receipt of orders, Service Provider will provide to Integrated via facsimile a report stating whether the Orders received by Service Provider from Participants by the Close of Trading on such Business Day resulted in each Plan being a net purchaser or net seller of shares of the Funds. d. Upon the timely receipt from Service Provider of the report described in (c) above, Integrated will execute the purchase or redemption transactions (as the case may be) at the net asset value computed at the Close of Trading on the Effective Trade Date. Such purchase and redemption transactions will settle on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders shall be made by wire transfer if order was via facsimile by the Plan (for net purchases) or by the Funds (for net redemptions) to the account designated by the appropriate receiving party on the Business Day following the Effective Trade Date. If the trade was placed via Fund/SERV, then settlement will be via Fund/SERV in accordance with the guidelines and operational procedures set forth by the NSCC and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement"). 1. The Company shall pay to Service Provider a Sub-Accounting Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at the Service Provider AND/OR The Company shall pay to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this Agreement. 2. As soon as practicable after the end of each quarter, Service Provider shall send Company for each Fund, in the manner called for in this Agreement, a statement for the preceding quarter of the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the Fee, Service Provider records shall govern unless an error can be shown in the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.

PROCESSING AND TIMING OF TRANSACTIONS. a. The Company Section 3 is hereby deleted in its entirety and replaced with the following language: Timing of Transactions Distributor hereby appoints Service Provider the Company as its agent for the Funds for the limited purpose of accepting purchase and redemption orders for Fund shares Shares from the Plans Contracts sponsors and/or Participants, as applicable. On each day the New York Stock Exchange (the "Exchange") is open for business (each, a "Business Day"), Service Provider ; the Company may receive instructions from the Plans and/or Participants Contract owners for the purchase or redemption of shares of the Funds Shares ("Orders"). Orders received and accepted by Service Provider the Company prior to the close of regular trading on the Exchange price time for each Fund as set forth in its Prospectus (the "Close of TradingPrice Time"), and transmitted to Distributor either (1) prior to the Price Time on such Business Day or (2) pursuant to the National Securities Clearing Corporation's ("NSCC") on any given Business Day Mutual Fund Settlement Entity and transmitted by Service Provider to Integrated by (i) 4:00 a.m. Eastern time via NSCC Defined Contribution Clearance and Settlement System Redemption Verification ("DCC&S"Fund/SERV) or (ii) 8:00 a.m. Eastern time via facsimile the next Business Day system in accordance hereof, will be executed by the Fund at the net asset value determined as of the Close of Trading relevant Fund's Price Time on the Business Day the order was Company received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business daysuch Order. Any Orders received by Service Provider the Company on such day but after the Close relevant Fund's Price Time on a Business Day will be executed at the net asset value next determined as of Trading, and all Orders that are transmitted to Integrated after 8:00 a.m. Eastern Fund's Price Time on the next Business Day, will be executed by the Fund at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day on as of which an Order is executed by the Fund Distributor pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date". All Orders are subject to acceptance or rejection by Distributor or the Funds in the sole discretion of any of them. Processing of Transactions (a) If transactions in Shares are to be settled through the Fund/SERV system, the following provisions shall apply: (1) Each party to this Agreement represents that it or one of its affiliates has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares are executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system ("Networking")." b. By 7:00 p.m. Eastern time(2) For each Fund/SERV transaction, on including transactions establishing accounts with Distributor or its affiliates, the Company shall provide the Funds and Distributor or its affiliates with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company hereby certifies is and shall remain true and correct. The Company shall maintain documents required by Distributor or the Funds to effect Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a best efforts basisrepresentation by the Company that it has received proper authorization from each person whose purchase, on redemption, account transfer or exchange transaction is effected as a result of such instruction. (3) At all times each Business Dayparty shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder and under applicable law. Such coverage shall insure for losses resulting from the criminal acts, Integrated will provide to Service Provider via facsimile errors or omissions of each party's employees and agents. (4) The Company represents and warrants that all instructions, questions and other electronic transmission acceptable to Service Provider correspondence concerning the accounts for which trades are made in accordance with this section shall come from the Company, and that individual account holders shall contact the Company, rather than contact Distributor or the Funds directly, with instructions, questions and requests concerning the Funds' net asset value. The Company further represents and warrants that it, dividend rather than Distributor or the Funds, has reporting responsibility to its clients for confirmations of transactions and capital gain information andmonthly, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Tradingquarterly and year-end statements. c. By 8:00 a.m. Eastern (b) If transactions in Shares are to be settled directly with Distributor, procedures relating to the processing and settlement of Orders shall be subject to such instructions as Distributor may forward to the Company from time on the Business Day following the receipt of orders, Service Provider will provide to Integrated via facsimile time. Payment for net purchase transactions shall be made by wire transfer or through a report stating whether the Orders received by Service Provider from Participants clearinghouse agency approved by the Close of Trading on such Business Day resulted in each Plan being a net purchaser or net seller of shares of Distributor to the Funds. d. Upon the timely receipt from Service Provider of the report described in (c) above, Integrated will execute the purchase or redemption transactions (as the case may be) at the net asset value computed at the Close of Trading on the Effective Trade Date. Such purchase and redemption transactions will settle applicable Fund custodial account designated by Distributor on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders Such wire transfers shall be made by wire transfer if order was via facsimile initiated by the Plan (for net purchases) or Company's bank prior to 4:00 p.m. Eastern time and received by the Funds (for net redemptions) prior to the account designated by the appropriate receiving party 6:00 p.m. Eastern time on the Business Day next following the Effective Trade Date. If payment for a purchase Order is not timely received, the trade was placed via Fund/SERVFund may cancel the Order or, at Distributor's option, resell the shares to the applicable Fund at the then settlement will be via Fund/SERV in accordance with the guidelines and operational procedures set forth by the NSCC prevailing net asset value, and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have Company shall be responsible for all costs to Distributor, the meanings given them in Funds or any affiliate of Distributor or the agreement to which this Exhibit is attached (the "Agreement"). 1Funds resulting from such resale. The Company shall pay be responsible for any loss, expense, liability or damage, including loss of profit suffered by Distributor and/or the respective Funds resulting from delay or failure to Service Provider a Sub-Accounting Fee with respect to each Fund make timely payment for such shares or cancellation of any trade, or for any Orders that are processed on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX "as of" basis points (0.XX%) applied as an accommodation to the average daily value of the total number of shares of such Fund held in accounts at the Service ProviderCompany. or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at the Service Provider AND/OR The Company shall pay not be entitled to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customerany gains generated thereby. The fee Funds shall be computed daily and paid quarterly in arrearsresponsible for any loss, equal to XX basis points (0.XX%) applied expense, liability or damage, including loss of profit suffered by the company resulting from any inaccurate or incomplete information provided by the Funds to the average daily value NSCC Fund/SERV system. The Funds shall not be entitled to any gains generated thereby. (c) The Company agrees not to withhold placing Orders received from any customers for the purchase or sale of shares so as to profit itself as a result of such withholding. The Company shall not purchase shares through Distributor except for the purpose of covering purchase Orders received by the Company, or for the Company's bona fide investment. The Company agrees to purchase shares only from the Funds or its customers. If the Company purchases shares from its customers, it will pay such customers not less than the applicable redemption price as established by the then-current prospectuses of the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this AgreementFunds. 2. As soon as practicable after the end of each quarter, Service Provider shall send Company for each Fund, in the manner called for in this Agreement, a statement for the preceding quarter of the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the Fee, Service Provider records shall govern unless an error can be shown in the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.

PROCESSING AND TIMING OF TRANSACTIONS. a. (a) The Company Issuer hereby appoints Service Provider the Company as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares from the Plans and/or Participants, as applicableContract owners. On each day the New York Stock Exchange (the "Exchange") is open for business (each, a "Business Day"), Service Provider the Company may receive instructions from the Plans and/or Participants Contract owners for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by Service Provider the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day and transmitted to the Issuer by Service Provider to Integrated by (i) 4:00 a.m. Eastern 9:00 p.m. Central time via NSCC Defined Contribution Clearance and Settlement System ("DCC&S") or (ii) 8:00 a.m. Eastern time via facsimile the next on such Business Day will be executed by the Fund Issuer at the net asset value determined as of the Close of Trading on the such Business Day the order was received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business dayDay. Any Orders received by Service Provider the Company on such day but after the Close of Trading, and all Orders that are transmitted to Integrated the Issuer after 8:00 a.m. Eastern 9:00 p.m. Central time on the next such Business Day, will be executed by the Fund Issuer at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day on which an Order is executed by the Fund Issuer pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date"." b. (b) By 7:00 5:30 p.m. Eastern time, on a best efforts basis, Central time on each Business Day, Integrated Investors Research will provide to Service Provider the Company via facsimile or other electronic transmission acceptable to Service Provider the Company the Funds' net asset value, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading. c. (c) By 8:00 a.m. Eastern 9:00 p.m. Central time on each Business Day, the Business Day following the receipt of orders, Service Provider Company will provide to Integrated Investors Research via facsimile or other electronic transmission acceptable to Investors Research a report stating whether the Orders received by Service Provider the Company from Participants Contract owners by the Close of Trading on such Business Day resulted in each Plan the Account being a net purchaser or net seller of shares of the Funds. d. (d) Upon the timely receipt from Service Provider the Company of the report described in (c) above, Integrated Investors Research will execute the purchase or redemption transactions (as the case may be) at the net asset value computed as at the Close of Trading on the Effective Trade Date. Such Payment for net purchase and transactions shall be made by wire transfer by the Company to the custodial account designated by the Fund on the Business Day next following the effective Trade Date. Payments for net redemption transactions shall be made by wire transfer by the Issuer to the account designated by the Company within the time period set forth in the applicable Fund's then-current prospectus; PROVIDED, HOWEVER, Investors Research will use all reasonable efforts to settle all redemptions on the Business Day next following the Effective Trade Date. Payments On any Business Day when the Federal Reserve Wire Transfer System is closed, all communication and processing rules will be suspended for net purchase and net redemption orders shall the settlement of Orders. Orders will be made by wire transfer if order was via facsimile by the Plan (for net purchases) or by the Funds (for net redemptions) to the account designated by the appropriate receiving party settled on the next Business Day following on which the Federal Reserve Wire Transfer System is open and the Effective Trade Date. If the trade was placed via Fund/SERV, then settlement Date will be via Fund/SERV in accordance with the guidelines and operational procedures set forth by the NSCC and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement")apply. 1. The Company shall pay to Service Provider a Sub-Accounting Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at the Service Provider AND/OR The Company shall pay to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this Agreement. 2. As soon as practicable after the end of each quarter, Service Provider shall send Company for each Fund, in the manner called for in this Agreement, a statement for the preceding quarter of the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the Fee, Service Provider records shall govern unless an error can be shown in the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.

PROCESSING AND TIMING OF TRANSACTIONS. a. The Company hereby appoints Service Provider as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares from the Plans and/or Participantstheir clients, as applicable. On each day the New York Stock Exchange (the "Exchange") is open for business (each, a "Business Day"), Service Provider may receive instructions from the Plans and/or Participants their clients for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by Service Provider prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day and transmitted by Service Provider to Integrated Transfer Agent by (i) 4:00 5:00 a.m. Eastern time via NSCC Defined Contribution Clearance and Settlement System ("DCC&SUDCC&S") or (ii) 8:00 8:30 a.m. Eastern time via facsimile the next Business Day will be executed by the Fund at the net asset value determined as of the Close of Trading on the Business Day the order was received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business day. Any Orders received by Service Provider on such day but after the Close of Trading, and all Orders that are transmitted to Integrated Transfer Agent after 8:00 8:30 a.m. Eastern on the next Business Day, will be executed by the Fund at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day on which an Order is executed by the Fund pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date." b. By 7:00 p.m. Eastern time, on a best efforts basis, on each Business Day, Integrated Transfer Agent will provide to Service Provider via facsimile or other electronic transmission acceptable to Service Provider the Funds' net asset value, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading. c. By 8:00 8:30 a.m. Eastern time Time on the Business Day following the receipt of orders, Service Provider will provide to Integrated Transfer Agent via facsimile a report stating whether the Orders received by Service Provider from Participants clients by the Close of Trading on such Business Day resulted in each Plan being a net purchaser purchase or net seller sell of shares of the Funds. d. Upon the timely receipt from Service Provider of the report described in (c) above, Integrated Transfer Agent will execute the purchase or redemption transactions (as the case may be) at the net asset value computed at the Close of Trading on the Effective Trade Date. Such purchase and redemption transactions will settle on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders shall be made by wire transfer if order was via facsimile by the Plan client (for net purchases) or by the Funds (for net redemptions) to the account designated by the appropriate receiving party on the Business Day following the Effective Trade Date. If the trade was placed via Fund/SERV, then settlement will be via Fund/SERV in accordance with the guidelines and operational procedures set forth by the NSCC and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement"). 1. The Company shall pay to Service Provider a Sub-Accounting Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider e. It is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at understood that the Service Provider AND/OR The and the Company shall pay to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) are members of the National Securities Clearing Corporation (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customerUNSCC"). The fee terms and conditions of NSCC membership shall be computed daily incorporated herein and paid quarterly in arrearsthe parties hereto shall act according to their duties as NSCC members, equal to XX basis points (0.XX%) applied including but not limited to the average daily value duties, procedures and obligations of Matrix Level 0 trading. Based on the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares aggregate client-level orders received for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this Agreement. 2. As soon as practicable after the end of each quarterBusiness Day, Service Provider shall send transmit, or cause to be transmitted, to the Company a file containing the orders for each Fund. This file shall be transmitted via the automated clearance and settlement systems of the NSCC through its Defined Contribution TOUCHSTONE ADVISORS, INC. Confidential 1/7/2013 Touchstone Funds PAGE 12 OF 14 Servicing Agreement Clearance & Settlement platform ("DCC&S") (together the "Automated Systems"), unless there is a failure of Automated Systems. The Automated Systems permit the transmission of orders and registration data between Service Provider and the Funds. Orders, registration, and corrections related to orders provided to the Company through the Automated System shall be accurate, complete and in the manner called for in this Agreement, a statement for format prescribed by the preceding quarter of NSCC. If Service Provider is unable to access the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the FeeAutomated Systems, Service Provider records shall govern unless an error can be shown in use its best efforts to promptly notify the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.via telephone and/or facsimile transmission prior to 4:00 p.m.

PROCESSING AND TIMING OF TRANSACTIONS. a. The Company (a) Quasar hereby appoints Service Provider the Recordkeeper as its agent for the limited purpose of accepting purchase purchase, redemption and redemption exchange orders for Fund shares from the Plans and/or and Participants, as applicablefor the purchase, redemption and exchange of shares of Funds on behalf of each Plan. On each day the New York Stock Exchange (the "Exchange") is open for business (each, each a "Business Day"), Service Provider the Recordkeeper may receive instructions from the Plans and/or including Participants therein for the purchase purchase, redemption or redemption exchange of shares of the Funds ("Orders"). Orders received and accepted by Service Provider the Recordkeeper prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day and (a) transmitted electronically through the Trust Fund/SERV system of the NSCC to Quasar or USBFS by Service Provider to Integrated by (i) 4:00 6:00 a.m. Eastern time via NSCC Defined Contribution Clearance and Settlement System ("DCC&S") the next Business Day or (iib) 8:00 otherwise transmitted by 11:00 a.m. Eastern time via facsimile the next Business Day will be executed by the Fund Funds at the net asset value determined as of the Close of Trading on the Business Day the order was received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business dayRecordkeeper. Any Orders received by Service Provider the Recordkeeper on such day but any Business Day after the Close of Trading, and all Orders that are transmitted to Integrated the Funds or distributor of the Funds after 8:00 11:00 a.m. Eastern time on the next Business Day, Day after the Business Day on which the orders were received by Recordkeeper will be executed by the Fund Funds at the net asset value determined as of the next Close of Trading on the next Business Day following the day of receipt of such OrderOrder by the Funds or distributor of the Funds. The day on as of which an Order is executed by the Fund Funds pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date"." b. (b) By 7:00 p.m. Eastern time, on a best efforts basis, time on each Business DayDay the Exchange is open for business, Integrated USBFS or its designees will provide to Service Provider the Recordkeeper via facsimile or other electronic transmission acceptable to Service Provider the Recordkeeper the Funds' net asset valuevalues, dividend and capital gain information andinformation, and in the case of income funds, the daily accrual for or interest rate factor (mil rate), determined at the Close of Trading. c. By 8:00 a.m. Eastern time on the Business Day following the receipt of orders, Service Provider (c) The NSCC Orders referred to above will provide to Integrated via facsimile a report stating state whether the Orders received by Service Provider the Recordkeeper from Plans and Participants by the Close of Trading on such of the Business Day on which the orders were received by the Recordkeeper resulted in each Plan being a net purchaser or net seller of shares of the Funds. d. (d) Upon the timely receipt from Service Provider the Recordkeeper of the report Orders described in (ca) above, Integrated USBFS will execute the purchase or redemption transactions (as the case may be) at the net asset value computed at as of the Close of Trading on the Effective Trade Date. Such For orders placed through DCC&S payments for net purchase and net redemption transactions orders shall be made in accordance with NSCC rules and procedures. The settlement of Orders -------------------------------------------------------------------------------- 2 not placed through DCC&S will settle be no later than the close of the Fedwire System on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders shall be made by wire transfer if order was via facsimile by the Plan (for net purchases) or by the Funds (for net redemptions) to the account designated by the appropriate receiving party on the Business Day following the Effective Trade Date. If the trade was placed via Fund/SERV, then settlement will be via Fund/SERV in accordance with the guidelines and operational procedures set forth by the NSCC and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement"). 1. The Company shall pay to Service Provider a Sub-Accounting Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at the Service Provider AND/OR The Company shall pay to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this Agreement. 2. As soon as practicable after the end of each quarter, Service Provider shall send Company for each Fund, in the manner called for in this Agreement, a statement for the preceding quarter of the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the Fee, Service Provider records shall govern unless an error can be shown in the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.

PROCESSING AND TIMING OF TRANSACTIONS. a. (a) The Company Issuer hereby appoints Service Provider the Company as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares from the Plans and/or Participants, as applicableContract owners. On each day the New York Stock Exchange (the "Exchange") is open for business (each, a "Business Day"), Service Provider the Company may receive instructions from the Plans and/or Participants Contract owners for the purchase or redemption of shares of the Funds Fund ("Orders"). Orders received and accepted by Service Provider the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day and transmitted to the Issuer by Service Provider to Integrated by (i) 4:00 a.m. Eastern 9:00 p.m. Central time via NSCC Defined Contribution Clearance and Settlement System ("DCC&S") or (ii) 8:00 a.m. Eastern time via facsimile the next on such Business Day will be executed by the Fund Issuer at the net asset value determined as of the Close of Trading on the such Business Day the order was received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business dayDay. Any Orders received by Service Provider the Company on such day but after the Close of Trading, and all Orders that are transmitted to Integrated the Issuer after 8:00 a.m. Eastern 9:00 p.m. Central time on the next such Business Day, will be executed by the Fund Issuer at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day on which an Order is executed by the Fund Issuer pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date"." b. (b) By 7:00 5:30 p.m. Eastern time, on a best efforts basis, Central time on each Business Day, Integrated Investors Research will provide to Service Provider the Company via facsimile or other electronic transmission acceptable to Service Provider the Funds' Company the Fund's net asset value, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading. c. (c) By 8:00 a.m. Eastern 9:00 p.m. Central time on each Business Day, the Business Day following the receipt of orders, Service Provider Company will provide to Integrated Investors Research via facsimile or other electronic transmission acceptable to Investors Research a report stating whether the Orders received by Service Provider the Company from Participants Contract owners by the Close of Trading on such Business Day resulted in each Plan the Account being a net purchaser or net seller of shares of the FundsFund. d. (d) Upon the timely receipt from Service Provider the Company of the report described in (c) above, Integrated Investors Research will execute the purchase or redemption transactions (as the case may be) at the net asset value computed as at the Close of Trading on the Effective Trade Date. Such Payment for net purchase and transactions shall be made by wire transfer by the Company to the custodial account designated by the Fund on the Business Day next following the effective Trade Date. Payments for net redemption transactions shall be made by wire transfer by the Issuer to the account designated by the Company within the time period set forth in the Fund's then-current prospectus; provided, however, Investors Research will use all reasonable efforts to settle all redemptions on the Business Day next following the Effective Trade Date. Payments On any Business Day when the Federal Reserve Wire Transfer System is closed, all communication and processing rules will be suspended for net purchase and net redemption orders shall the settlement of Orders. Orders will be made by wire transfer if order was via facsimile by the Plan (for net purchases) or by the Funds (for net redemptions) to the account designated by the appropriate receiving party settled on the next Business Day following on which the Federal Reserve Wire Transfer System is open and the Effective Trade Date. If the trade was placed via Fund/SERV, then settlement Date will be via Fund/SERV in accordance with the guidelines and operational procedures set forth by the NSCC and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement")apply. 1. The Company shall pay to Service Provider a Sub-Accounting Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at the Service Provider AND/OR The Company shall pay to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this Agreement. 2. As soon as practicable after the end of each quarter, Service Provider shall send Company for each Fund, in the manner called for in this Agreement, a statement for the preceding quarter of the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the Fee, Service Provider records shall govern unless an error can be shown in the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.

PROCESSING AND TIMING OF TRANSACTIONS. a. The Company (a) AGIS hereby appoints Service Provider the Company as its agent for the limited purpose of accepting receiving purchase and redemption orders for Fund shares from the Plans and/or Participants, as applicable. On each day the New York Stock Exchange (the "Exchange") is open for business (each, each a "Business Day"), Service Provider the Company may receive instructions from the Plans and/or Participants for the purchase or redemption of shares of the Funds ("Orders"). Subject to the right of the Funds to reject any purchase Orders, Orders received and accepted by Service Provider the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day and transmitted to AGIS by Service Provider to Integrated by (i) 4:00 8:30 a.m. Eastern time via NSCC Defined Contribution Clearance and Settlement System ("DCC&S") or (ii) 8:00 a.m. Eastern time via facsimile the next Business Day will be executed by the Fund AGIS at the net asset value determined as of the Close of Trading on the Business Day the order was received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business dayCompany. Any Orders received by Service Provider the Company on such day but after the Close of Trading, and all Orders that are transmitted to Integrated AGIS after 8:00 8:30 a.m. Eastern time on the next Business Day, will be executed by the Fund AGIS at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The Company hereby represents and warrants that it has adopted and implemented internal controls reasonably designed to prevent Orders received after the Close of Trading on any Business Day from being submitted to AGIS as or with Orders received prior to the Close of Trading on such Business Day. The day on which an Order is executed by the Fund AGIS pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date." b. (b) By 7:00 p.m. Eastern time, on a best efforts basis, time on each Business Day, Integrated AGIS will provide to Service Provider the Company via facsimile or other electronic transmission acceptable to Service Provider the Company the Funds' net asset valuevalues, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading. c. (c) By 8:00 8:30 a.m. Eastern time on the Business Day following the receipt of ordersOrders, Service Provider the Company will provide to Integrated AGIS via facsimile or other electronic transmission acceptable to AGIS a report stating whether indicating the aggregate Orders received by Service Provider the Company from Participants in each Plan by the Close of Trading on of such Business Day resulted in each Plan being a net purchaser or net seller of shares of the FundsDay. d. (d) Upon the timely receipt from Service Provider the Company of the report described in (c) above, Integrated AGIS will execute the purchase or redemption transactions (as the case may be) at the net asset value computed at as of the Close of Trading on the Effective Trade Date. Such purchase and redemption transactions will settle on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders shall be made by wire transfer if order was via facsimile by the Plan (for net purchases) or by the Funds (for net redemptions) to the account designated by the appropriate receiving party on the Business Day following the Effective Trade Date. If the trade was placed via Fund/SERV, then settlement will be via Fund/SERV in accordance with the guidelines and operational procedures set forth by the NSCC and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement"). 1. The Company shall pay (e) AGIS will endeavor to Service Provider a Sub-Accounting Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied provide advance notice to the average daily value Company of the total number of shares of such Fund held in accounts at the Service Provider. any dividends or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at the Service Provider AND/OR The Company shall pay to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this Agreementcapital gains distributions. 2. As soon as practicable after the end of each quarter, Service Provider shall send Company for each Fund, in the manner called for in this Agreement, a statement for the preceding quarter of the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the Fee, Service Provider records shall govern unless an error can be shown in the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.

PROCESSING AND TIMING OF TRANSACTIONS. a. The Company hereby appoints Service Provider as its (a) Administrator shall be considered an agent of the Funds for the limited purpose of accepting purchase purchase, exchange, and redemption orders for Fund shares from the Plans and/or Participants, andy orParticipants. as applicable, on the Distributor's behalf for purposes of Rule 22c-1 under the 1940 Act. On each day the New York Stock Exchange (the "Exchange") is open for business (each, a "Business Day"), Service Provider Administrator may receive instructions from the Plans and/or and/ or Participants for the purchase purchase, exchange or redemption of shares of the Funds ("Orders"). Orders received and accepted by Service Provider Administrator prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day and transmitted to the Funds by Service Provider to Integrated by (i) 4:00 9:00 a.m. Eastern time via NSCC Defined Contribution Clearance and Settlement System ("DCC&S") or (ii) 8:00 a.m. Eastern time via facsimile the next Business Day will be executed by the Fund at the net asset value determined as of the Close of Trading on the Business Day the order was received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business dayAdministrator. Any Orders received by Service Provider Administrator on such day but after the Close of Trading, and all Orders that are transmitted to Integrated the Funds after 8:00 9:00 a.m. Eastern time on the next Business Day, will be executed by the Fund at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day on which an Order is executed by the Fund pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date."" Administrator shall process Orders in accordance with the terms and conditions of the Funds' prospectuses and application for the purchase of Fund shares (including compliance with the shareholder eligibility, frequent trading and redemption fee provisions, where applicable). b. (b) By 7:00 6:00 p.m. Eastern time, on a best efforts basis, time on each Business Day, Integrated Distributor or its designee will use its best efforts to provide to Service Provider Administrator via facsimile or other electronic transmission acceptable to Service Provider Administrator, the Funds' net asset value, dividend and capital gain information and, in the case of income money market funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading. c. (c) By 8:00 9:00 a.m. Eastern time on the Business Day following the receipt of orders, Service Provider Administrator will provide to Integrated the Funds via facsimile or other electronic transmission acceptable to the Funds 01' Distributor a report stating whether the Orders received by Service Provider Administrator from Participants by the Close of Trading on such Business Day resulted in each Plan being a net purchaser or net seller of shares of the Funds. d. (d) Upon the timely receipt from Service Provider Administrator of the report described in (c) above, Integrated will execute the purchase or redemption transactions (as the case may be) will be executed at the net asset value computed at the Close of Trading on the Effective Trade Date. Such purchase and redemption transactions will settle on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders shall be made by wire transfer if order was via facsimile by the Plan (for net purchases) or 01' by the Funds (for net redemptions) to the account designated by the appropriate receiving party on the Business Day following the Effective Trade Date. If payment for a net purchase transaction is not wed by the trade was placed via Business Day next following the Effective Trade Date, Distributor reserves the right to cancel the trade. Neither Distributor or Administrator shall impose a minimum wire amount requirement, (e) You agree to maintain records sufficient to identify the date and time of receipt of all customer transactions and shall make such records available upon request for examination by Distributor, 01' its designated representative, at the request of the transfer agent or by appropriate governmental authorities. Under no circumstances shall You change, alter or manipulate any customer transactions received by You in good order. (f) You have systems and procedures reasonably designed and implemented to identify market timing/frequent trading patterns. When market timing is identified by Us or You, You will block the accounts of identified market timers, either under your procedures 01' at our request. (g) If You are a member of the National Securities Clearing Corporation ("NSCC"), or otherwise have access to the NSCC's Fund/SERV system, and desire to transmit orders through Fund/SERV, then settlement will be via You shall complete the NSCC Implementation Form. You agree that You shall comply with the most current rules and procedures of the NSCC when transmitting orders through Fund/SERV SERV. (h) If You have executed the NSCC's Standard Networking Agreement ("Networking Agreement") and desire to transmit data to Distributor through NSCC's Networking service, You and Distributor shall both be bound by the terms of the Networking Agreement and the current rules and procedures of the NSCC, and shall participate in Networking in accordance with the guidelines and operational procedures set forth by parameters agreed upon in the NSCC and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement")Implementation Form. 1. The Company shall pay to Service Provider a Sub-Accounting Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at the Service Provider AND/OR The Company shall pay to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this Agreement. 2. As soon as practicable after the end of each quarter, Service Provider shall send Company for each Fund, in the manner called for in this Agreement, a statement for the preceding quarter of the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the Fee, Service Provider records shall govern unless an error can be shown in the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.

PROCESSING AND TIMING OF TRANSACTIONS. a. The Company (a) Quasar hereby appoints Service Provider the Recordkeeper as its agent for the limited purpose of accepting purchase purchase, redemption and redemption exchange orders for Fund shares from the Plans and/or and Participants, as applicablefor the purchase, redemption and exchange of shares of Funds on behalf of each Plan. On each day the New York Stock Exchange (the "Exchange") is open for business (each, each a "Business Day"), Service Provider the Recordkeeper may receive instructions from the Plans and/or including Participants therein for the purchase purchase, redemption or redemption exchange of shares of the Funds ("Orders"). Orders received and accepted by Service Provider the Recordkeeper prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day and (a) transmitted electronically through the Trust Fund/SERV system of the NSCC to Quasar or USBFS by Service Provider to Integrated by (i) 4:00 6:00 a.m. Eastern time via NSCC Defined Contribution Clearance and Settlement System ("DCC&S") the next Business Day or (iib) 8:00 otherwise transmitted by 11:00 a.m. Eastern time via facsimile the next Business Day will be executed by the Fund Funds at the net asset value determined as of the Close of Trading on the Business Day the order was received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business dayRecordkeeper. Any Orders received by Service Provider the Recordkeeper on such day but any Business Day after the Close of Trading, and all Orders that are transmitted to Integrated the Funds or distributor of the Funds after 8:00 11:00 a.m. Eastern time on the next Business Day, Day after the Business Day on which the orders were received by Recordkeeper will be executed by the Fund Funds at the net asset value determined as of the next Close of Trading on the next Business Day following the day of receipt of such OrderOrder by the Funds or distributor of the Funds. The day on as of which an Order is executed by the Fund Funds pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date"." b. (b) By 7:00 p.m. Eastern time, on a best efforts basis, time on each Business DayDay the Exchange is open for business, Integrated USBFS or its designees will provide to Service Provider the Recordkeeper via facsimile or other electronic transmission acceptable to Service Provider the Recordkeeper the Funds' net asset valuevalues, dividend and capital gain information andinformation, and in the case of income funds, the daily accrual for or interest rate factor (mil rate), determined at the Close of Trading. c. By 8:00 a.m. Eastern time on the Business Day following the receipt of orders, Service Provider (c) The NSCC Orders referred to above will provide to Integrated via facsimile a report stating state whether the Orders received by Service Provider the Recordkeeper from Plans and Participants by the Close of Trading on such of the Business Day on which the orders were received by the Recordkeeper resulted in each Plan being a net purchaser or net seller of shares of the Funds. d. (d) Upon the timely receipt from Service Provider the Recordkeeper of the report Orders described in (ca) above, Integrated USBFS will execute the purchase or redemption transactions (as the case may be) at the net asset value computed at as of the Close of Trading on the Effective Trade Date. Such For orders placed through DCC&S payments for net purchase and net redemption transactions orders shall be made in accordance with NSCC rules and procedures. The settlement of Orders not placed through DCC&S will settle be no later than the close of the Fedwire System on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders shall be made by wire transfer if order was via facsimile by the Plan (for net purchases) or by the Funds (for net redemptions) to the account designated by the appropriate receiving party on the Business Day following the Effective Trade Date. If the trade was placed via Fund/SERV, then settlement will be via Fund/SERV in accordance with the guidelines and operational procedures set forth by the NSCC and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement"). 1. The Company shall pay to Service Provider a Sub-Accounting Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at the Service Provider AND/OR The Company shall pay to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this Agreement. 2. As soon as practicable after the end of each quarter, Service Provider shall send Company for each Fund, in the manner called for in this Agreement, a statement for the preceding quarter of the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the Fee, Service Provider records shall govern unless an error can be shown in the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.

PROCESSING AND TIMING OF TRANSACTIONS. a. (a) The Company hereby appoints Service Provider CitiStreet as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares from the Plans and/or Participants, as applicable. On each day the New York Stock Exchange (the "Exchange") is open for business (each, a "Business Day"), Service Provider CitiStreet may receive instructions from the Plans and/or Participants for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by Service Provider CitiStreet prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day and transmitted to the Company by Service Provider to Integrated by (i) 4:00 8:30 a.m. Eastern time via NSCC Defined Contribution Clearance and Settlement System ("DCC&S") or (ii) 8:00 a.m. Eastern time via facsimile the next Business Day will be executed by the Fund Company at the net asset value determined as of the Close of Trading on the Business Day the order was received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business dayCitiStreet. Any Orders received by Service Provider CitiStreet on such day but after the Close of Trading, and all Orders that are transmitted to Integrated the Company after 8:00 8:30 a.m. Eastern time on the next Business Day, will be executed by the Fund Company at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day on which an Order is executed by the Fund Company pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date." b. By 7:00 p.m. Eastern time, on a best efforts basis, on each Business Day, Integrated (b) Company will provide to Service Provider CitiStreet via facsimile or other electronic transmission acceptable to Service Provider CitiStreet the Funds' net asset value, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading. Company shall use its best efforts to provide or cause to be provided to CitiStreet such information by 6:30 p.m., East Coast time, on each Business Day; unless a delay due to extraordinary or unforeseen circumstances precludes this. c. (c) By 8:00 8:30 a.m. Eastern time on the Business Day following the receipt of orders, Service Provider will CitiStreet shall use its best efforts to provide to Integrated Company via facsimile or other electronic transmission acceptable to Company a report stating whether the Orders received by Service Provider CitiStreet from Participants by the Close of Trading on such Business Day resulted in each Plan being a net purchaser or net seller of shares of the Funds. d. (d) Upon the timely receipt from Service Provider CitiStreet of the report described in (c) above, Integrated Company will execute the purchase or redemption transactions (as the case may be) at the net asset value computed at the Close of Trading on the Effective Trade Date. Such purchase and redemption transactions will settle on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders shall be made by wire transfer if order was via facsimile by the Plan (for net purchasespurchases ) or by the Funds (for net redemptions) to the account designated by the appropriate receiving party on the Business Day following the Effective Trade Date. If the trade was placed via Fund/SERV, then settlement will be via Fund/SERV in accordance with the guidelines and operational procedures set forth by the NSCC and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement"). 1. The Company shall pay to Service Provider a Sub-Accounting Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at the Service Provider AND/OR The Company shall pay to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this Agreement. 2. As soon as practicable after the end of each quarter, Service Provider shall send Company for each Fund, in the manner called for in this Agreement, a statement for the preceding quarter of the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the Fee, Service Provider records shall govern unless an error can be shown in the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.

PROCESSING AND TIMING OF TRANSACTIONS. a. (a) The Company Issuer hereby appoints Service Provider the Company as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares from the Plans and/or Participants, as applicableContract owners. On each day the New York Stock Exchange (the "Exchange") is open for business (each, a "Business Day"), Service Provider the Company may receive instructions from the Plans and/or Participants Contract owners for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by Service Provider the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day (currently, 3:00 p.m. Central time) and transmitted to the Issuer by Service Provider to Integrated by (i) 4:00 a.m. Eastern 9:00 p.m. Central time via NSCC Defined Contribution Clearance and Settlement System ("DCC&S") or (ii) 8:00 a.m. Eastern time via facsimile the next on such Business Day will be executed by the Fund Issuer at the net asset value determined as of the Close of Trading on the such Business Day the order was received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business dayDay. Any Orders received by Service Provider the Company on such day but after the Close of Trading, and all Orders orders that are transmitted to Integrated the Issuer after 8:00 a.m. Eastern 9:00 p.m. Central time on the next such Business Day, will be executed by the Fund Issuer at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day on as of which an Order is executed by the Fund Issuer pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date"." b. (b) By 7:00 5:30 p.m. Eastern time, on a best efforts basis, Central time on each Business Day, Integrated Investors Research will provide to Service Provider the Company via facsimile or other electronic transmission acceptable to Service Provider the Company the Funds' net asset value, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading. c. (c) By 8:00 a.m. Eastern 9:00 p.m. Central time on each Business Day, the Business Day following the receipt of orders, Service Provider Company will provide to Integrated Investors Research via facsimile or other electronic transmission acceptable to Investors Research a report stating that whether the Orders received by Service Provider the Company from Participants Contract owners by the Close of Trading on such Business Day resulted in each Plan the Accounts being a net purchaser purchasers or net seller sellers of shares of the Funds. As used in this Agreement, the phrase "other electronic transmission acceptable to Investors Research" includes the use of remote computer terminals located at the premises of the Company, its agents or affiliates, which terminals may be linked electronically to the computer system of Investors Research, its agents or affiliates (hereinafter, "Remote Computer Terminals"). d. (d) Upon the timely receipt from Service Provider the Company of the report described in (c) above, Integrated Investors Research will execute the purchase or redemption transactions (as the case may be) at the net asset value computed as at the Close of Trading on the Effective Trade Date. Such Payment for net purchase and redemption transactions will settle shall be made by wire transfer by the Company to the custodial account designated by the Fund on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders Such wire transfers shall be made by wire transfer if order was via facsimile initiated by the Plan (for net purchases) or Company's bank prior to 3:00 p.m. Central time and received by the Funds (for net redemptions) prior to the account designated by the appropriate receiving party 5:00 p.m. Central time on the Business Day next following the Effective Trade Date. If the trade was placed via Fund/SERVpayment for a purchase Order is not timely received, then settlement such Order will be via Fund/SERV in accordance with executed at the guidelines and operational procedures net asset value next computed following receipt of payment. Payments for net redemption transactions shall be made by wire transfer by the Issuers to the account designated by the Company within the time period set forth by in the NSCC applicable Fund's then-current prospectus; provided, however, Investors Research will use all reasonable efforts to settle all redemptions on the Business Day next following the Effective Trade Date. On any Business Day when the Federal Reserve Wire Transfer System is closed, all communication and processing rules will be suspended for the settlement of Orders. Orders will be settled on the next Business Day on which the Federal Reserve Wire Transfer System is open and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement")Effective Trade Date will apply. 1. The Company shall pay to Service Provider a Sub-Accounting Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at the Service Provider AND/OR The Company shall pay to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this Agreement. 2. As soon as practicable after the end of each quarter, Service Provider shall send Company for each Fund, in the manner called for in this Agreement, a statement for the preceding quarter of the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the Fee, Service Provider records shall govern unless an error can be shown in the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.

PROCESSING AND TIMING OF TRANSACTIONS. a. The Company (a) ACIS hereby appoints Service Provider the Company as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares from the Plans and/or Participants, as applicableContract owners. On each day the New York Stock Exchange (the "Exchange") is open for business (each, a "Business Day"), Service Provider the Company may receive instructions from the Plans and/or Participants Contract owners for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by Service Provider the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day (currently, 3:00 p.m. Central time) and transmitted to ACIS by Service Provider to Integrated by (i) 4:00 a.m. Eastern 9:00 am. Central time via NSCC Defined Contribution Clearance and Settlement System ("DCC&S") or (ii) 8:00 a.m. Eastern time via facsimile on the next following Business Day will be executed by the Fund ACIS at the net asset value determined as of the Close of Trading on the previous Business Day the order was ("Day 1"). Any Orders received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider Company after the Close of Trading on a business day shall be treated as if received on the following business day. Any Orders received by Service Provider on such day but after the Close of Trading, and all Orders that are transmitted to Integrated ACIS after 8:00 9:00 a.m. Eastern Central time on the next following Business Day, Day will be executed by the Fund ACIS at the net asset value determined as of following receipt by the Close of Trading on the next Business Day following the day of receipt Issuer of such Order. The day on as of which an Order is executed by the Fund Issuer pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date"." b. (b) By 7:00 5:30 p.m. Eastern time, on a best efforts basis, Central time on each Business Day, Integrated ACIS will provide or cause to Service Provider be provided to the Company via facsimile or other electronic transmission acceptable to Service Provider the Company the Funds' net asset value, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading. c. (c) By 8:00 a.m. Eastern 9:00 am. Central time on each Business Day, the Business Day following the receipt of orders, Service Provider Company will provide to Integrated ACIS via facsimile or other electronic transmission acceptable to ACIS a report (referred to in subsection (a) above) stating whether the Orders received by Service Provider the Company from Participants Contract owners by the Close of Trading on such the preceding Business Day resulted in each Plan the Account being a net purchaser or net seller of shares of the Funds. As used in this Agreement, the phrase "other electronic transmission acceptable to ACIS" includes the use of remote computer terminals located at the premises of the Company, its agents or affiliates, which terminals may be linked electronically to the computer system of ACIS, its agents or affiliates (hereinafter, "Remote Computer Terminals"). d. (d) Upon the timely receipt from Service Provider the Company of the report described in subsection (c) above, Integrated ACIS will execute the purchase or redemption transactions (as the case may be) at the net asset value computed as at the Close of Trading on Day 1. Payment for net purchase transactions shall be made by wire transfer by the Effective Trade Date. Such purchase and redemption transactions will settle Company to the custodial account designated by the Funds on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders Such wire transfers shall be made by wire transfer if order was via facsimile initiated by the Plan (for net purchases) or Company's bank prior to 3:00 p.m. Central time and received by the Funds (for net redemptions) prior to the account designated by the appropriate receiving party 5:00 p.m. Central time on the Business Day next following the Effective Trade Date. If the trade was placed via Fund/SERVpayment for a purchase Order is not timely received, then settlement such Order will be via Fund/SERV in accordance with executed at the guidelines and operational procedures net asset value next computed following receipt of payment. Payments for net redemption transactions shall be made by wire transfer by the Issuer to the account designated by the Company within the time period set forth by in the NSCC applicable Fund's then-current prospectus; provided, however, ACIS will use all -------- ------- reasonable efforts to settle all redemptions on the Business Day next following the Effective Trade Date. On any Business Day when the Federal Reserve Wire Transfer System is closed, all communication and processing rules will be suspended for the settlement of Order. Orders will be settled on the next Business Day on which the Federal Reserve Wire Transfer System is open and the Securities Industry Automation Corporation ("SIAC"). EXHIBIT C - FEE Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement")Effective Trade Date will apply. 1. The Company shall pay to Service Provider a Sub-Accounting Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. or The fee shall be computed and paid quarterly in arrears, equal to $X per beneficial customer position held in accounts at the Service Provider AND/OR The Company shall pay to Service Provider a Fee with respect to each Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. AND/OR With respect to any Fund that offers shares for which a Plan has been adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940, Service Provider is entitled to receive a Fee with respect to each such Fund on all open positions held in an omnibus account(s) (i) where Service Provider is the recordkeeper or (ii) where the beneficial Fund shareholder is a Service Provider customer. The fee shall be computed daily and paid quarterly in arrears, equal to XX basis points (0.XX%) applied to the average daily value of the total number of shares of such Fund held in accounts at the Service Provider. Service Provider shall forward the Fund and Company such information as may be reasonably requested by the Fund or its directors or trustees or by Company with respect to 12b-1 Plan fees paid under this Agreement. 2. As soon as practicable after the end of each quarter, Service Provider shall send Company for each Fund, in the manner called for in this Agreement, a statement for the preceding quarter of the total quarter end open positions of such Fund as to which the Fee is calculated, together with a statement of the amount of the Fee ("Statement"). In the calculation of the Fee, Service Provider records shall govern unless an error can be shown in the number of open positions used in such calculation. 3. Company shall pay Service Provider the Fee within thirty (30) days after it receives the Statement.