Common use of Services and Fees Clause in Contracts

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests to change the Services, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent to a particular arrangement. 2.3. [ ] 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth in the Fee Letter. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letter.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, each Trust the Services set forth in Schedule B A and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). Services under an applicable Service Schedule are subject to a service level agreement as mutually agreed in writing between the Parties. DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests The Trusts request to change the Services, including those necessitated by a change to the Governing Documents of the Trust or a change in applicable Law, will only be binding on DST when they are reflected in an amendment signed by all parties to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund each Trust will only be responsible for its pro-rata share of such cost. DST’s performance will be measured against the Performance Standards set forth in Attachment I attached hereto. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund Trust consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund Trusts when making any material changes in sufficient detail to enable the Fund Trusts to revoke its consent object to a particular arrangement. The foregoing notwithstanding, at the Trusts’ request, DST shall identify to the Trusts all applicable subcontractors and the Services being performed by such subcontractors annually for the Trusts’ due diligence review. 2.3. [ ] 2.4. Charges attendant The Trusts agree to pay, the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates fees, charges and fees in effect at the time as expenses set forth in Schedule B, which may be amended by the Fee LetterParties from time to time in writing, within thirty (30) days following the receipt of DST’s invoice. If an invoice is not paid when due, the cost Trusts shall pay DST interest thereon (from the due date to DST the date of operating payment) at a per annum rate equal to one and a half percent (1.5%) plus the TA2000 System Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is increased not so published, a reasonably equivalent published rate selected by DST) on the addition first day of Client Requested Softwarepublication during the month when such amount was due. Notwithstanding any other provision hereof, DST such interest rate shall be entitled to no greater than permitted under applicable state law. During the Initial Term, the fees payable under this Agreement shall increase its fees annually, effective as of each anniversary of the Effective Date of this Agreement, by an amount equal to be mutually agreed upon the percentage increase, if any, in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as reported by the Bureau of Labor Statistics, since the last anniversary date, less three percent (3%). For example, if the percentage increase in CPI-U reported by the BLS is five percent (5%), the Fee LetterIncrease charged by DST shall equal two percent (2%). In the event the percentage increase in CPI-U by the BLS is less than 3%, no CPI-U shall be applied.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST SS&C will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, perform the Services set forth in Schedule B and such other service schedules as may be added A for Fund and, if to this Agreement by the Parties (collectivelyextent set forth therein, the “Service Schedules”)Management. DST SS&C shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, Schedule A or take any other action except as specifically listed in a Service Schedules to this Agreement, Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Any Fund or Management requests to change the Services, including those necessitated by a change to the Governing Documents of Fund or Management or change in applicable Law, will only be binding on DST SS&C when they are reflected in an amendment to the Service SchedulesSchedule A. 2.2. For the avoidance of doubt DST Fund and Management agrees to amend pay, the Service Schedules if necessitated fees, charges and expenses set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by a change in applicable Law or a change reference into this Agreement and subject to the Governing Documents terms of the this Agreement. Payment by Fund shall not limit SS&C’s rights of recourse against Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.22.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation, if any, delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. SS&C. If DST SS&C delegates any Services, (i) such delegation shall not relieve DST SS&C of its duties and obligations hereunder, (ii) in respect of Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DSTSS&C, and (iii) DST if required by applicable Law, SS&C will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ] 2.4. Charges attendant to After the development first anniversary date of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates Agreement and on each year thereafter, all fees reflected in effect at the time Fee Letter will incur an annual cost of living increase as set forth described in the Fee Letter. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letter.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B A and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests to change the Services, including those necessitated by a change to the Governing Documents of Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ] 2.4. Charges attendant Fund agrees to pay, the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates fees, charges and fees in effect at the time as expenses set forth in Schedule B, which may be amended by the Fee LetterParties from time to time, subject to the terms thereof and this Agreement within thirty (30) days following the receipt of DST’s invoice. If an invoice is not paid when due, Fund shall pay DST interest thereon (from the cost due date to DST the date of operating payment) at a per annum rate equal to one percent (1.0%) plus the TA2000 System Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is increased not so published, a reasonably equivalent published rate selected by DST) on the addition first day of Client Requested Softwarepublication during the month when such amount was due. Notwithstanding any other provision hereof, DST such interest rate shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letterno greater than permitted under applicable state law.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST SS&C will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth thereinFund, the Services set forth in Schedule B A and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST SS&C shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or to take any other action except as specifically listed in a the Service Schedules to this Agreement, or in this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Management requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST SS&C when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related to changes to the software, systems or processes used by DST SS&C to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this AgreementAgreement and, subject to the written consent of the Fund, some or all Services may, with the Fund’s prior written consent, may be delegated by DST SS&C to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations)Persons, provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. SS&C. If DST SS&C delegates any Services, (i) such delegation shall not relieve DST SS&C of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, SS&C and (iii) DST SS&C will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by mutual written agreement of the Parties from time to time, within forty five (45) days following the receipt of SS&C’s invoice, except for any fees and expenses that are subject to good faith dispute. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, Company shall pay SS&C interest thereon (from the due date to the date of payment) at rate equal to one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's SS&C’s standard rates and fees in effect at the time as set forth and shall be documented by the Parties in a written statement of work under this Agreement. Upon the Fee LetterFund’s request, SS&C will provide the Fund with its standard rates and fees for the development of Client Requested Software. If the cost to DST SS&C of operating the TA2000 System is increased by the addition of Client Requested Software, DST SS&C shall be entitled to increase its fees by an amount to be mutually agreed upon by the Parties. 2.5. The Fund may request a material modification of the Services provided under this Agreement by providing SS&C with a written request outlining the scope of such requested changes. SS&C will respond to such notice as promptly as possible, but no more than 30 days after the request is made, by providing the Fund with (a) an estimate of the project cost and timeframe for completion, or (b) a written explanation of why SS&C cannot implement the requested service change. 2.6. Subject to Section 5.1(b)(v) below, SS&C shall use reasonable efforts to provide the same services with respect to any new, additional functions or features, or any changes or improvements to existing functions or features as provided for in the Fee LetterFund’s instructions, prospectus or application as amended from time to time, provided that (i) SS&C is advised in advance by the Fund of any changes therein, (ii) the mode of operations utilized by SS&C as then constituted supports such additional functions and features, and (iii) the Parties have mutually agreed on any additional fees, if the new, additional functions or features increase the service level.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B the Schedules attached hereto and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Any Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST, and are otherwise appropriately qualified, licensed and/or registered to provide the Services delegated, as applicable. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, with respect to any amounts not disputed by the Fund in good faith, the Fund shall pay DST interest thereon (from the due date to the date of payment) at rate equal to one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. With regard to any amounts disputed in good faith by the Fund, the Parties will mutually reconcile and resolve any such purported discrepancies as soon as possible and, upon resolution of such dispute, the Fund shall pay DST any remaining amounts owed, if applicable. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's ’s standard rates and fees in effect at the time as set forth in the Fee Lettertime. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letterupon.

Services and Fees. 2.1. (a) Subject to the terms of this Agreement, DST SS&C ALPS will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, perform the Services set forth in Schedule Appendix B and such other service schedules as may be added to this Agreement by for the Parties (collectively, the “Service Schedules”)Funds. DST SS&C ALPS shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, Appendix B or take any other action except as specifically listed in a Service Schedules to this Agreement, Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Any Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a changes in applicable Law, will only be binding on DST SS&C ALPS when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST Appendix B. (b) The Trust agrees to amend pay, the Service Schedules if necessitated fees, charges and expenses on behalf of each Fund in accordance with, and in the manner set forth in, the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by a change in applicable Law or a change reference into this Agreement and subject to the Governing Documents terms of this Agreement. Payment by the Fund. For clarification, this will include costs related changes to Trust shall not limit SS&C ALPS’ rights of recourse against the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such costTrust. 2.2. (c) In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST SS&C ALPS to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation, if any, delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DSTSS&C ALPS. If DST SS&C ALPS delegates any Services, (i) such delegation shall not relieve DST SS&C ALPS of its duties and obligations hereunder, (ii) in respect of Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DSTSS&C ALPS, and (iii) DST if required by applicable Law, SS&C ALPS will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund Trust to revoke its consent object to a particular arrangement. 2.3(d) After the first anniversary of the Agreement and on each year thereafter, all fees reflected in Fee Letter will incur an annual cost of living increase as described in Fee Letter. 4. [ ]All references to Appendix B is deleted in its entirety and replaced with Appendix B attached hereto. 2.45. Charges attendant All references to “Appendix C” shall be replaced with “Fee Letter”. 6. Appendix A is deleted in its entirety and replaced with Appendix A attached hereto. 1. Capitalized terms not defined herein shall have the meanings given to them in the Existing Agreement. 2. The Parties’ duties and obligations are governed by and limited to the development express terms and conditions of reasonable changes this Amendment, and shall not be modified, supplemented, amended or interpreted in accordance with, any industry custom or practice, or any internal policies or procedures of any Party. This Amendment (including any attachments, schedules and addenda hereto), along with the Existing Agreement, as amended, contains the entire agreement of the Parties with respect to the TA2000 System requested by subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Fund Parties with respect thereto. 3. This Amendment may be executed in counterparts, each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. Signatures may be exchanged via facsimile or electronic mail and signatures so exchanged shall be binding to the same extent as if original signatures were exchanged. 4. This Amendment and any dispute or claim arising out of or in connection with it, its subject matter or its formation (“Client Requested Software”including non-contractual disputes or claims) shall be at DST's standard rates governed by and fees construed in effect at accordance with the time laws of the same jurisdiction as set forth in the Fee Letter. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee LetterExisting Agreement.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST ALPS will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, perform the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”)A for Fund. DST ALPS shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, Schedule A or take any other action except as specifically listed in a Service Schedules to this Agreement, Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests to change the Services, including those necessitated by a change to the Governing Documents of Fund or a changes in applicable Law, will only be binding on DST ALPS when they are reflected in an amendment to the Service SchedulesSchedule A. 2.2. For the avoidance of doubt DST Fund agrees to amend pay, the Service Schedules if necessitated by a change fees, charges and expenses set forth in applicable Law or a change Schedule B and subject to the Governing Documents terms of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such costAgreement. 2.22.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST ALPS to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation, if any, delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DSTALPS. If DST ALPS delegates any Services, (i) such delegation shall not relieve DST ALPS of its duties and obligations hereunder, (ii) in respect of Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DSTALPS, and (iii) DST if required by applicable Law, ALPS will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ] 2.4. Charges attendant to After the development first anniversary date of reasonable changes to the TA2000 System requested Agreement and on each year thereafter, the minimum fees reflected in Schedule B will incur an annual cost of living increase based on any increase in the Annual Average Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Aurora-Lakewood area, as published each January by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth United States Department of Labor, Bureau of Labor Statistics, or, in the Fee Letter. If the cost event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letterall parties.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. The Fee Letter is incorporated by reference into this Agr eement and subject to the terms of this Agreement. If an invoice is not paid when due, the Fund shall pay DST RS interest thereon (from the due date to the date of payment) at rate equal to one and one half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth and shall be documented by the Parties in a written statement of work under this Agreement. Once per year, and thereafter upon the Fee LetterFund’s request, DST will provide the Fund with its then standard rates and fees for the development of Client Requested Software. If the cost to DST of operating the TA2000 System is increased 3 of 25 by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. 2.5. The Fund may request a material modification of the Services provided under this Agreement by providing DST with a written request outlining the scope of such requested changes. DST will respond to such notice as promptly as possible, but no more than 30 days after the request is made, by providing the Fund with (a) an estimate of the project cost and timeframe for completion, or (b) a written explanation of why DST cannot implement the requested service change (“Change Notice Response”). In the event the Fund and/or DST believe that a change in law, regulation, rule, industry practice or other requirement necessitates a material system or service modification, the parties will discuss the potential change and DST may communicate with other similarly situated DST clients and/or industry groups to determine a commercially reasonable option for addressing such change. Any change requested or agreed upon by the Parties under this Section shall not be effective, and DST shall not be obligated to implement, until reflected in a written amendment to, or statement of work under, this Agreement mutually agreed upon and executed by both parties. Nothing in this Section 2.5 shall limit the Fee LetterFund’s obligation to pay DST fees related to modifications necessary to comply with changes in Law, regulation, rule or industry practice as provided in Section 2.1 above.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST ALPS will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, perform the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”)A for Company. DST ALPS shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, Schedule A or take any other action except as specifically listed in a Service Schedules to this Agreement, Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund Company requests to change the Services, including those necessitated by a change to the Governing Documents of Company or changes in applicable Law, will only be binding on DST ALPS when they are reflected in an amendment to the Service SchedulesSchedule A. 2.2. For the avoidance of doubt DST Company agrees to amend pay, the Service Schedules if necessitated by a change fees, charges and expenses set forth in applicable Law or a change Schedule B and subject to the Governing Documents terms of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such costAgreement. 2.22.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST ALPS to one or more of its Affiliates or other Persons (and any Fund required Company consent to such delegation, if any, delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DSTALPS. If DST ALPS delegates any Services, (i) such delegation shall not relieve DST ALPS of its duties and obligations hereunder, (ii) in respect of Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DSTALPS, and (iii) DST if required by applicable Law, ALPS will identify such agents and the Services delegated and will update the Fund Company when making any material changes in sufficient detail to enable the Fund Company to revoke its consent object to a particular arrangement. 2.3. [ ] 2.4. Charges attendant to After the development first anniversary date of reasonable changes to the TA2000 System requested Agreement and on each year thereafter, the minimum fees reflected in Schedule B will incur an annual cost of living increase based on any increase in the Annual Average Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Aurora-Lakewood area, as published each January by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth United States Department of Labor, Bureau of Labor Statistics, or, in the Fee Letterevent that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. If ALPS will provide notice to Administrator of the amount of such cost of living increase prior to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letterimplementation.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B A and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST will perform all Services in accordance with the terms set forth herein. DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. The Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if requested by the Fund DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement.. Additionally, if required by the Fund and not more than once annually, DST will identify any such agents and the Services delegated 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”) within thirty (30) days following the receipt of DST’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's ’s standard rates and fees in effect at the time as set forth in the Fee Lettertime. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letterwriting.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST ALPS will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, perform the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”)A for Trust. DST ALPS shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, Schedule A or take any other action except as specifically listed in a Service Schedules to this Agreement, Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund Trust requests to change the Services, including those necessitated by a change to the Governing Documents of Trust or a changes in applicable Law, will only be binding on DST ALPS when they are reflected in an amendment to the Service SchedulesSchedule A. 2.2. For the avoidance of doubt DST The Investment Adviser agrees to amend pay, the Service Schedules if necessitated fees, charges and expenses on behalf of each Fund in accordance with, and in the manner set forth in, the fee letter(s) (a “Fee Letter”) which may be amended from time to time. Each Fee Letter is incorporated by a change in applicable Law or a change reference into this Agreement and subject to the Governing Documents terms of the Fundthis Agreement. For clarification, this will include costs related changes to the software, systems or processes used Payment by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share Investment Adviser shall not limit ALPS’ rights of such costrecourse against Trust. 2.22.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST ALPS to one or more of its Affiliates or other Persons (and any Fund required Trust consent to such delegation, if any, delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DSTALPS. If DST ALPS delegates any Services, (i) such delegation shall not relieve DST ALPS of its duties and obligations hereunder, (ii) in respect of Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DSTALPS, and (iii) DST if required by applicable Law, ALPS will identify such agents and the Services delegated and will update the Fund Trust when making any material changes in sufficient detail to enable the Fund Trust to revoke its consent object to a particular arrangement. 2.3. [ ] 2.4. Charges attendant to On each January 1 (pro-rated for a previous partial year), all fees for the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) following year shall be at DST's standard rates and fees in effect at the time as set forth in the Fee Letter. If the cost to DST of operating the TA2000 System is increased by the addition amount the last published US Consumer Price Index –for Urban Wage Earners and Clerical Workers, for the Denver-Aurora-Lakewood area, as published biannually by the United States Department of Client Requested SoftwareLabor, DST shall be entitled to increase its fees by an amount to be mutually agreed upon Bureau of Labor Statistics, or, in the Fee Letterevent that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunderhereunder (and DST shall be responsible for the acts and omissions of the delegated person), (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, DST and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, the Fund shall pay DST RS interest thereon (from the due date to the date of payment) at rate equal to one and one half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's ’s standard rates and fees in effect at the time as set forth and shall be documented by the Parties in a written statement of work under this Agreement. Once per year, and thereafter upon the Fee LetterFund’s request, DST will provide the Fund with its then standard rates and fees for the development of Client Requested Software. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. 2.5. The Fund may request a material modification of the Services provided under this Agreement by providing DST with a written request outlining the scope of such requested changes. DST will respond to such notice as promptly as possible, but no more than 30 days after the request is made, by providing the Fund with (a) an estimate of the project cost and timeframe for completion, or (b) a written explanation of why DST cannot implement the requested service change (“Change Notice Response”). In the event the Fund and/or DST believe that a change in law, regulation, rule, industry practice or other requirement necessitates a material system or service modification, the parties will discuss the potential change and DST may communicate with other similarly situated DST clients and/or industry groups to determine a commercially reasonable option for addressing such change. Any change requested or agreed upon by the Parties under this Section shall not be effective, and DST shall not be obligated to implement, until reflected in a written amendment to, or statement of work under, this Agreement mutually agreed upon and executed by both parties. Nothing in this Section 2.5 shall limit the Fee LetterFund’s obligation to pay DST fees related to modifications necessary to comply with changes in Law, regulation, rule or industry practice as provided in Section 2.1 above.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B A and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests The Fund’s request to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses set forth in Schedule B, which may be amended by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. If an invoice is not paid when due, Company shall pay DST RS interest thereon (from the due date to the date of payment) at rate equal to one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth in the Fee Lettertime. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letterupon.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B a separate fee letter and such other service schedules schedules, exhibits, or SOWs as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. The Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, the Fund shall pay DST interest thereon (from the due date to the date of payment) at rate equal to one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth and shall be documented by the Parties in the Fee Lettera written SOW under this Agreement. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. 2.5. The Fund may request a material modification of the Services provided under this Agreement by providing DST with a written request outlining the scope of such requested changes. DST will respond to such notice as promptly as possible, but no more than 30 days after the request is made, by providing the Fund with (a) an estimate of the project cost and timeframe for completion, or (b) a written explanation of why DST cannot implement the requested service change (“Change Notice Response”). In the event the Fund and/or DST believe that a change in law, regulation, rule, industry practice or other requirement necessitates a material system or service modification, the parties will discuss the potential change and DST may communicate with other similarly situated DST clients and/or industry groups to determine a commercially reasonable option for addressing such change. Any change requested or agreed upon by the Parties under this Section shall not be effective, and DST shall not be obligated to implement, until reflected in a written amendment to, or statement of work under, this Agreement mutually agreed upon and executed by both parties. Nothing in this Section 2.5 shall limit the Fee LetterFund’s obligation to pay DST fees related to modifications necessary to comply with changes in Law, regulation, rule or industry practice as provided in Section 2.1 above.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B a separate fee letter and such other each service schedules schedule as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Any Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or or, other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST, and are otherwise appropriately qualified, licensed and/or registered to provide the Services delegated, as applicable. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. The Fund agrees to pay the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended in writing by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, with respect to any amounts not disputed by the Fund in good faith, the Fund shall pay DST interest thereon (from the due date to the date of payment) at rate equal to one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. With regard to any amounts disputed in good faith by the Fund, the Parties will mutually reconcile and resolve any such purported discrepancies as soon as possible, and upon resolution of such dispute, Fund shall pay DST any remaining amounts owed, if applicable. 2.3. [ ]After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's ’s standard rates and fees in effect at the time as set forth in the Fee Lettertime. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in writing. 2.5. During the Fee Letterterm of this Agreement, DST will use on behalf of the Fund, without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST’s standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B a separate fee letter and such other each service schedules schedule as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Any Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or or, other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST, and are otherwise appropriately qualified, licensed and/or registered to provide the Services delegated, as applicable. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. The Fund agrees to pay the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended in writing by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, with respect to any amounts not disputed by the Fund in good faith, the Fund shall pay DST interest thereon (from the due date to the date of payment) at rate equal to one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. With regard to any amounts disputed in good faith by the Fund, the Parties will mutually reconcile and resolve any such purported discrepancies as soon as possible, and upon resolution of such dispute, Fund shall pay DST any remaining amounts owed, if applicable. 2.3. [ ]After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth in the Fee Lettertime. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in writing. 2.5. During the Fee Letterterm of this Agreement, DST will use on behalf of the Fund, without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST’s standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, the Fund shall pay DST RS interest thereon (from the due date to the date of payment) at rate equal to one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's ’s standard rates and fees in effect at the time as set forth and shall be documented by the Parties in the Fee Lettera written statement of work under this Agreement. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. 2.5. The Fund may request a material modification of the Services provided under this Agreement by providing DST with a written request outlining the scope of such requested changes. DST will respond to such notice as promptly as possible, but no more than 30 days after the request is made, by providing the Fund with (a) an estimate of the project cost and timeframe for completion, or (b) a written explanation of why DST cannot implement the requested service change (“Change Notice Response”). In the event the Fund and/or DST believe that a change in law, regulation, rule, industry practice or other requirement necessitates a material system or service modification, the parties will discuss the potential change and DST may communicate with other similarly situated DST clients and/or industry groups to determine a commercially reasonable option for addressing such change. Any change requested or agreed upon by the Parties under this Section shall not be effective, and DST shall not be obligated to implement, until reflected in a written amendment to, or statement of work under, this Agreement mutually agreed upon and executed by both parties. Nothing in this Section 2.5 shall limit the Fee LetterFund’s obligation to pay DST fees related to modifications necessary to comply with changes in Law, regulation, rule or industry practice as provided in Section 2.1 above.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B A and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. The Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses set forth in Schedule B, which may be amended by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. If an invoice is not paid when due, the Fund shall pay DST interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by DST) on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. The fees payable under this Agreement shall increase annually, effective as of each anniversary of the Effective Date of this Agreement, by an amount equal to the percentage increase, if any, in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as reported by the Bureau of Labor Statistics, since the last anniversary date, less three percent (3%). For example, if the percentage increase in CPI-U reported by the BLS is five percent (5%), the Fee Increase charged by DST shall equal two percent (2%). In the event the percentage increase in CPI-U by the BLS is less than 3%, no CPI-U shall be applied. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth in the Fee Lettertime. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letterupon.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunderhereunder (and DST shall be responsible for the acts and omissions of the delegated person), (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, DST and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, the Fund shall pay DST RS interest thereon (from the due date to the date of payment) at rate equal to one and one half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPIU) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth and shall be documented by the Parties in a written statement of work under this Agreement. Once per year, and thereafter upon the Fee LetterFund’s request, DST will provide the Fund with its then standard rates and fees for the development of Client Requested Software. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. 2.5. The Fund may request a material modification of the Services provided under this Agreement by providing DST with a written request outlining the scope of such requested changes. DST will respond to such notice as promptly as possible, but no more than 30 days after the request is made, by providing the Fund with (a) an estimate of the project cost and timeframe for completion, or (b) a written explanation of why DST cannot implement the requested service change (“Change Notice Response”). In the event the Fund and/or DST believe that a change in law, regulation, rule, industry practice or other requirement necessitates a material system or service modification, the parties will discuss the potential change and DST may communicate with other similarly situated DST clients and/or industry groups to determine a commercially reasonable option for addressing such change. Any change requested or agreed upon by the Parties under this Section shall not be effective, and DST shall not be obligated to implement, until reflected in a written amendment to, or statement of work under, this Agreement mutually agreed upon and executed by both parties. Nothing in this Section 2.5 shall limit the Fee LetterFund’s obligation to pay DST fees related to modifications necessary to comply with changes in Law, regulation, rule or industry practice as provided in Section 2.1 above.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST ALPS will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, perform the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”)A-1 for Trust. DST ALPS shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, Schedule A-1 or take any other action except as specifically listed in a Service Schedules to this Agreement, Schedule A-1 or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund Trust requests to change the Services, including those necessitated by a change to the Governing Documents of Trust or a change in applicable Law, will only be binding on DST ALPS when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such costSchedule A-1. 2.2. The Trust agrees to pay, the fees, charges and expenses on behalf of the Fund in accordance with, and in the manner set forth in, the fee letter(s) (a “Fee Letter”) which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. 2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST ALPS to one or more of its Affiliates or other Persons (and any Fund required Trust consent to such delegation, if any, delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons delegates are selected in good faith and with reasonable care and are monitored by DSTALPS. If DST ALPS delegates any Services, (i) such delegation shall not relieve DST ALPS of its duties and obligations hereunder, (ii) in respect of Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DSTALPS, and (iii) DST ALPS will identify such agents and the Services delegated and will update the Fund Trust when making any material changes in sufficient detail to enable the Fund Trust to revoke its consent object to a particular arrangement. 2.3. [ ] 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) ALPS shall be at DST's standard rates responsible and fees in effect at liable (pursuant to Section 6 of this Agreement) for the time as set forth in the Fee Letter. If the cost to DST acts and omissions of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letterany delegate.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B A and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. The Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses set forth in Schedule B, which may be amended by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. If an invoice is not paid when due, the Fund shall pay DST interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by DST) on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth in the Fee Lettertime. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letterupon.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B A and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. The Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. DST’s performance will be measured against the Performance Standards set forth in Attachment I attached hereto. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. The foregoing notwithstanding, at the Fund’s request, DST shall identify to Fund all applicable subcontractors and the Services being performed by such subcontractors annually for the Fund’s due diligence review. 2.3. [ ] 2.4The Fund agrees to pay, the fees, charges and expenses set forth in Schedule B, which may be amended by the Parties from time to time, within thirty (30) days following the receipt of DST’s invoice. If an invoice is not paid when due, the Fund shall pay DST interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by DST) on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. The fees payable under this Agreement shall increase annually, effective as of each anniversary of the Effective Date of this Agreement, by an amount equal to the percentage increase, if any, in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as reported by the Bureau of Labor Statistics, since the last anniversary date, less three percent (3%). For example, if the percentage increase in CPI-U reported by the BLS is five percent (5%), the Fee Increase charged by DST shall equal two percent (2%). In the event the percentage increase in CPI-U by the BLS is less than 3%, no CPI-U shall be applied. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth in the Fee Lettertime. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letterupon.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST SS&C ALPS will perform, with reasonable care, skill, prudence and diligence, and perform the Services set forth in accordance with applicable Law, Schedule A for the Fund Trust and, if and to the extent specifically set forth therein, the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”)Adviser. DST SS&C ALPS shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, Schedule A or take any other action except as specifically listed in a Service Schedules to this Agreement, Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund Trust or Adviser requests to change the Services, including those necessitated by a change to the Governing Documents of Trust or Adviser or a change in applicable Law, will only be binding on DST SS&C ALPS when they are reflected in an amendment to Schedule A. 2.2. Trust and Adviser agree to pay the Service Schedulesfees, charges and expenses set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated Each Fee Letter is incorporated by a change in applicable Law or a change reference into this Agreement and subject to the Governing Documents terms of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such costAgreement. 2.22.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST SS&C ALPS to one or more of its Affiliates or other Persons (and any Fund required Trust consent to such delegation, if any, delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DSTSS&C ALPS. If DST SS&C ALPS delegates any Services, (i) such delegation shall not relieve DST SS&C ALPS of its duties and obligations hereunder, (ii) in respect of Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DSTSS&C ALPS, and (iii) DST if required by applicable Law, SS&C ALPS will identify such agents and the Services delegated and will update the Fund Trust when making any material changes in sufficient detail to provide transparency and to enable the Fund Trust to revoke its consent object to a particular arrangement. 2.3. [ ] 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth in the Fee Letter. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letter.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST ALPS will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, perform the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”)for Trust. DST ALPS shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, Schedule B or take any other action except as specifically listed in a Service Schedules to this Agreement, Schedule B or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund Trust requests to change the Services, including those necessitated by a change to the Governing Documents of Trust or a changes in applicable Law, will only be binding on DST ALPS when they are reflected in an amendment to the Service SchedulesSchedule B. 2.2. For the avoidance of doubt DST Trust agrees to amend pay, the Service Schedules if necessitated by a change fees, charges and expenses set forth in applicable Law or a change Schedule C and subject to the Governing Documents terms of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such costAgreement. 2.22.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST ALPS to one or more of its Affiliates or other Persons (and any Fund required Trust consent to such delegation, if any, delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DSTALPS. If DST ALPS delegates any Services, (i) such delegation shall not relieve DST ALPS of its duties and obligations hereunder, (ii) in respect of Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DSTALPS, and (iii) DST if required by applicable Law, ALPS will identify such agents and the Services delegated and will update the Fund Trust when making any material changes in sufficient detail to enable the Fund Trust to revoke its consent object to a particular arrangement. 2.3. [ ] 2.4. Charges attendant to After the development first anniversary date of reasonable changes to the TA2000 System requested Agreement and on each year thereafter, the minimum fees reflected in Schedule B will incur an annual cost of living increase based on any increase in the Annual Average Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Aurora-Lakewood area, as published each January by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth United States Department of Labor, Bureau of Labor Statistics, or, in the Fee Letter. If the cost event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letterall parties.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, perform for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B A and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Any request by the Fund requests to change the Services, including those necessitated by a change to the Governing Documents of the Fund or a change in applicable Law, will only be binding on DST when they are once such change is reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care care, are duly registered as may be required under all applicable Laws to perform the Services delegated, have the facilities and staff to perform the Services delegated and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DSTDST under this Agreement and applicable Law, and (iii) if required by applicable Law, DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ]The Fund agrees to pay, the fees, charges and expenses in accordance with, and in the manner set forth in, the fee letter (“Fee Letter”), which may be amended by mutual written agreement of the Parties from time to time, within thirty (30) days following the receipt of DST’s monthly invoice, except for any fees or expenses that are subject to good faith dispute. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's ’s standard rates and fees in effect at the time as set forth and shall be documented by the Parties in a written statement of work under this Agreement. DST will provide the Fee LetterFund with its standard rates and fees for the development of Client Requested Software on at least an annual basis, and will notify the Fund promptly of any changes thereto. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. 2.5. The Fund may request a material modification of the Services provided under this Agreement by providing DST with a written request outlining the scope of such requested changes. DST will respond to such notice as promptly as possible, but no more than 30 days after the request is made, by providing the Fund with (a) an estimate of the project cost and timeframe for completion, or (b) a written explanation of why DST cannot implement the requested service change (“Change Notice Response”). In the event the Fund and/or DST believe that a change in law, regulation, rule, industry practice or other requirement necessitates a material system or service modification, the parties will discuss the potential change and DST may communicate with other similarly situated DST clients and/or industry groups to determine a commercially reasonable option for addressing such change. Any change requested or agreed upon by the Parties under this Section shall not be effective, and DST shall not be obligated to implement, until reflected in the Fee Lettera written amendment to, or statement of work under, this Agreement mutually agreed upon and executed by both parties.

Services and Fees. 2.1. Subject to the terms of this Agreement, DST SS&C will perform, perform the Services set forth in Schedule A for Fund with reasonable care, skill, prudence and diligence, in consideration of the fees, expenses and related payment terms listed in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties a Fee Letter (collectively, the “Service Schedules”defined below). DST SS&C shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, Schedule A or this Agreement, Agreement and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Management requests to change the Services, including those necessitated by a change to the Governing Documents of Fund or Management or a change in applicable Law, will only be binding on DST SS&C when they are reflected in an amendment to the Service SchedulesSchedule A. 2.2. For the avoidance of doubt DST Fund agrees to amend pay the Service Schedules if necessitated fees, charges and expenses set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time in the Fee Letter and this Amendment . Each Fee Letter is incorporated by a change in applicable Law or a change reference into this Agreement and subject to the Governing Documents terms of the this Agreement. Payment by Fund shall not limit SS&C’s rights of recourse against Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.22.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, may be delegated by DST SS&C, to (i) one or more of its Affiliates Affiliates, with the written consent of Fund if required by applicable Law or (ii) with the written consent of Fund, other Persons (and any Fund Fund’s consent to such delegation, if any, the delegation shall not be unreasonably revoked or withheld in respect of any such delegations), changes; provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. SS&C. If DST SS&C delegates any Services, (i) such delegation shall not relieve DST SS&C of its duties and obligations hereunderhereunder (and in respect of personal data, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DSTSS&C under this Agreement). If required by applicable Law, and (iii) DST SS&C will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to provide transparency and to enable the Fund to revoke its consent object to a particular arrangement. 2.3. [ ] 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth in the Fee Letter. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letter.