AGENCY AGREEMENT by and between DST Systems, Inc. and The Lord Abbett Family of Funds TABLE OF CONTENTS

AGENCY AGREEMENT

by and between

DST Systems, Inc.

and

The Lord Xxxxxx Family of Funds

TABLE OF CONTENTS

1. Definitions. 1

2. Appointment of the Agent as Transfer Agent. 1
2.1. Appointment and Scope. 1
2.1.1. Appointment. 1
2.2. Documentation. 2
2.2.1. Documentation Related to Appointment. 2
2.2.2. Increase in a Fund's Authorized Stock. 3
2.2.3. Certification of Documents. 3
2.2.4. Future Amendments to Charter and Bylaws. 3
2.3. New Funds or Fund Series Requiring Only Current Services. 3

3. Services. 3
3.1. Identification of Services. 3
3.2. Additional Services. 4
3.3. Performance Standards. 5
3.4. Services With Respect to New Functions or Features. 5

4. Management of the Services. 6
4.1. Changes in Services by the Agent. 6
4.2. Subcontractors. 6
4.2.1. Engagement of Subcontractors. 7
4.2.2. Further Assurances. 7

5. Security. 8
Briefings. 8
5.2. Changes to the Security Procedures. 8
5.3. Inspections and Audits. 8
5.3.1. Inspections by the Funds. 8
5.3.2. Right to Audit Agent Sites. 8
5.3.3. Demand for Inspection by Third Party. 9
5.4. Backups and Disaster Recovery. 9
5.4.1. Maintenance of a Business Contingency Plan. 9
5.4.2. Backups. 9
5.4.3. Components of the Business Contingency Plan. 9
5.5. Third Party Claims. 11

6. Standard of Care; General Performance Standards. 11
6.1. Standard of Care as to All Services. 11
6.2. Security Services. 11
6.3. Instructions. 11
6.4. The Agent's and the Funds' Knowledge of the Investment
Company Industry. 12
6.5. Service Level Standards. 12
6.6. General Covenants. 12

6.7. Compliance with Operating Procedures. 12
6.7.1. Obligations of the Agent. 12
6.7.2. Changes to Operating Procedures. 12
6.7.3. Anti-Money Laundering Procedures. 12
6.8. Acts or Omissions in Reliance. 13
6.8.1. Reliance on Instructions. 13
6.8.2. Reliance on Other Inbound Communications. 13
6.9. Right to Verify Authenticity and Authority. 13

7. Assumption of Transfer Agent Services by the Funds or Agents Designated by the
Funds. 14

8. Licenses; Intellectual Property. 15
8.1. Content. 15
8.2. Rights in and Use of Data and Records. 15
8.2.1. Rights. 15
8.2.2. Restrictions on Use of Data. 16

9. Covenants of the Funds. 16
9.1. Registration of Fund Shares. 16
9.2. Stock Certificates. 16
9.2.1. Furnishing of Stock Certificates. 16
9.2.2. Death, Resignation or Removal of Signing Officer. 16
9.2.3. Maintenance of Records and Cancelled Certificates. 16

10. Compensation and Expenses. 16
10.1. Fees. 16
10.2. Expenses. 17
10.2.1. Allocation of Expenses. 17
10.2.2. Reimbursable Expenses. 17
10.2.3. Documentation Supporting Reimbursement of Expenses. 17
10.3. Taxes. 17
10.4. Payment Terms. 18
10.4.1. Performance Reports. 18
10.4.2. Invoices. 18
10.4.3. Timely Payments. 18
10.4.4. No Suspension of Services. 18
10.5. Changes in Fees and Expenses. 19
10.5.1. Improved Efficiencies. 19
10.5.2. Most Favored Customer. 19
10.6. Original Issue Taxes and Mailings. 19

11. Representations and Warranties of the Agent. 20

12. Representations and Warranties of the Funds. 21

13. Limitations on Liability. 22
13.1. Funds and Fund Series as Separate Parties. 22
13.2. Funds as Separate Entities. 22
13.3. Limits on Damages. 22
13.4. "As Of" Transactions. 23
13.5. Actions of Unaffiliated Third Persons. 23
13.6. Consequential Damages. 23

14. Indemnification and Insurance Coverage. 23
14.1. Indemnity Obligations of the Agent. 23
14.2. Indemnity Obligations of the Funds. 24
14.3. Indemnification Procedure. 25
14.4. Insurance Coverage. 26
14.4.1. Maintenance of Insurance. 26

15. Confidentiality. 26
15.1. Confidential Information. 26
15.1.1. Additional Provisions Relating to the Funds. 27
15.1.2. Additional Provisions Relating to the Agent. 27
15.2. Exceptions to Confidential Information. 27
15.3. Obligation of Confidentiality. 27
15.4. Equitable Relief. 28
15.5. Privacy Considerations. 28

16. Term and Termination. 29
16.1. Term. 29
16.2. Termination for Cause. 29
16.3. Additional Termination Rights. 29
16.4. Additional Termination Event. 30
16.5. Obligations of the Agent upon Termination. 30
16.6. Survival. 31

17. Non-Solicitation. 31

18. FAN Web Services. 31
18.1. Definitions. 31
18.2. Use of FAN Services By the Funds. 32
18.3. Additional Provisions Concerning Proprietary Rights of the Agent
With Respect to FAN Services. 33
18.4. No Other Warranties. 33
18.5. Limitation of Liability. 34

iii

19. FAN Mail Services. 34
19.1. Definitions. 34
19.2. Use of FAN Mail Services By the Funds. 34
19.3. Additional Provisions Regarding Agent's Proprietary Rights. 36
19.4. No Other Warranties. 36
19.5. Limitation of Liability. 36
19.6. Indemnity. 37

20. Miscellaneous. 37
20.1. Entire Agreement. 37
20.2. Severability. 37
20.3. Counterparts. 37
20.4. Binding Effect. 37
20.5. Assignment. 37
20.6. Governing Law. 37
20.7. Independent Contractors. 37
20.8. Third-Party Beneficiaries. 37
20.9. Further Assurances. 38
20.10. Force Majeure. 38
20.11. Waiver. 38
20.12. Headings. 38
20.13. Notice. 38
20.14. Amendment. 40
20.15. Dispute Resolution. 40
20.15.1. Attorneys Fees. 42
20.15.2. Waiver of Jury Trial. 42
20.15.3. Limitation. 42

Exhibit A Table of Contents of DST Full Service Legal Manual and Changes to
the Manual Authorized by the Funds 46

Exhibit B Anti-Money Laundering Procedures 47

Exhibit C Form of AML Certification 48

Exhibit D Escrow Agreement 49

Exhibit E Form of Confidentiality Agreement 56

AGENCY AGREEMENT

This Agency Agreement ("Agreement") is made as of July 1, 2004 ("Effective
Date"), by and among each of the Funds (as such term, and other capitalized
terms, are defined in Addendum 1 hereto) and DST Systems, Inc., a corporation
existing under the laws of the State of Delaware, having its principal place of
business at 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 (the
"Agent").

RECITALS

A. Since the Effective Date, the Agent has provided to the Funds
certain services on the terms and for the fees and expenses set forth in a fee
proposal mutually executed by the Agent on July 1, 2004 and the Funds on July 1,
2004 (the "Fee Proposal"); and

B. The Funds and the Agent, in furtherance of such Fee Proposal,
mutually desire to execute this Agreement to set forth the terms under which the
Funds appoint the Agent to be transfer agent, dividend disbursing agent (the
"Transfer Agent") and agent for certain related services and to perform the
Services.

C. This Agreement is intended to supersede all the existing transfer
agent agreements between the Funds and United Missouri Bank ("UMB") and the
subcontract thereto between UMB and the Agent, and upon execution hereto, those
agreements shall be deemed by the Funds and the Agent as terminated and of no
further force and effect, and the rights and obligations of the Funds and the
Agent shall be as set forth under this Agreement. The Funds shall be responsible
for securing UMB's agreement to the termination of all such agreements.

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as
follows:

1. DEFINITIONS. The capitalized terms used in this Agreement shall have the
meanings set forth in Addendum 1 hereto unless otherwise defined herein.

2. APPOINTMENT OF THE AGENT AS TRANSFER AGENT.

2.1. APPOINTMENT AND SCOPE.

2.1.1. APPOINTMENT. Subject to the terms and conditions of this
Agreement (a) each Fund hereby appoints the Agent as the Transfer Agent for such
Fund, and (b) the Agent hereby accepts such appointment by each Fund and agrees
that the Agent shall act as Transfer Agent for each Fund.

2.2. DOCUMENTATION.

2.2.1. DOCUMENTATION RELATED TO APPOINTMENT. In connection with
the appointment of Agent, each Fund will file with the Agent on or prior to the
Execution Date the following documentation:

(a) A copy, certified by such Fund's Secretary or
Assistant Secretary, of the resolutions of the Board of Directors of the Fund
appointing the Agent as Transfer Agent, approving the form of this Agreement and
designating certain Persons to sign stock certificates, if any, and give
Instructions and requests on behalf of the Fund;

(b) A copy, certified by such Fund's Secretary or
Assistant Secretary, of the Articles of Incorporation or Declaration of Trust,
as applicable, of the Fund and all amendments thereto;

(d) A copy of the current registration statement
and amendments thereto of the Fund, filed with the Securities and Exchange
Commission;

(e) Specimens of all forms of outstanding stock
certificates for the Fund, in the forms approved by its Board of Directors, with
a certificate of its Secretary or Assistant Secretary as to such approval; and

(f) Specimens of the signatures of the officers of
the Fund authorized to sign stock certificates, and individuals authorized to
sign or deliver Instructions and other requests.

(g) An opinion of counsel for the Fund (which may
be in-house counsel) with respect to:

(i) The Fund's organization and existence under
the laws of its state of organization;

(ii) The status of all shares of stock or of all
shares of beneficial interests of the Fund, as applicable, covered by the
appointment under the Securities Act of 1933, as amended, and any other
applicable federal or state statute and that all shares requested to be
registered under such Acts or statutes are properly registered;

(iii) That all issued shares are, and all unissued
shares will be, when issued, validly issued, fully paid and nonassessable; and

(iv) If any Shares are subject to registration
under the 1933 Act, whether they have been registered under the Act and whether
the related Registration Statement has become effective or, if Shares are exempt
from such registration, the specific grounds therefor.

In addition, the Agent acknowledges the receipt from each Fund, and that
the Account Records previously utilized by the Agent were generally adequate to
perform the Services.

2.2.2. INCREASE IN A FUND'S AUTHORIZED STOCK. In the event that a
Fund that is a Maryland corporation increases its Shares, the Fund shall file
with the Agent a certified copy of the articles supplementary to the Articles of
Incorporation of such Fund authorizing the increase of Shares, and shall comply
with the requirements of Section 1.17(f) of the Service Specifications in
connection with such increase.

2.2.3. CERTIFICATION OF DOCUMENTS. Each Fund agrees that its
Articles of Incorporation, Certificate of Trust, and Declaration of Trust, as
applicable, its Bylaws, and copies of all amendments thereto have been and will
continue to be filed in every jurisdiction where the filing thereof is required.

2.2.4. FUTURE AMENDMENTS TO CHARTER AND BYLAWS. Each Fund shall
promptly provide the Agent copies of all material amendments to its Articles of
Incorporation, Declaration of Trust, or Bylaws made after the Execution Date,
and such amendment shall be certified by such Fund's Secretary or Assistant
Secretary. No such material amendments shall modify or increase the Agent's
responsibilities without the Agent's prior written consent executed by an
officer of the Agent.

2.3. NEW FUNDS OR FUND SERIES REQUIRING ONLY CURRENT SERVICES. In the
event that a new fund or new series of a Fund is created in any existing
business trust, corporation or any other entity which is registered as an
Investment Company under the 1940 Act on the Agent's System as of the Execution
Date, such Fund or series thereof shall engage the Agent to perform the Services
under this Agreement by executing and delivering to the Agent a document
accepting this Agreement (including giving effect to all Amendments and Service
Orders that have become effective after the Execution Date), together with such
documentation as is described by Section 2.2 and otherwise appropriate. The
appointment of the Agent on behalf of any new fund or any new series of a Fund
shall become effective upon the Agent's receipt of such counterpart executed by
such new fund or new series of a Fund.

3. SERVICES.

3.1. IDENTIFICATION OF SERVICES. Subject to the terms and conditions of
this Agreement, the Agent shall, utilizing the appropriate Agent System as then
constituted and configured, perform the Transfer Agent Services as enumerated
below for each Fund, as the Transfer Agent of that Fund, and the Agent shall
perform the Ancillary Services as enumerated below for each Fund, each in
accordance with the requirements, terms and conditions set forth in the relevant
section(s) of this Agreement and the Service Specifications, including all
addendums hereto and thereto. The Transfer Agent Services to be provided by the
Agent under this Agreement include the following, each as more fully described
in this Agreement and the Service Specifications: (a) Offline Communications
Services, subject to Section 1.1 of the Service Specifications (b) Processing
Services; (c) Record and Reporting Services; (d) Reporting Services; (e)
Shareholder Account Services and other Shareholder Recordkeeping Services; (f)
Shareholder Transaction Services; (g) Processing of Sales Charges; (h)
Convertible Securities Services; (i) Share Certificate Services; (j)
Disbursement Services; (k) Processing Inquiries and Requests; (l)

Shareholder Meeting Services; (m) Mailing Services; (n) Safekeeping Services;
(o) Data Services; (p) Cash Management Services, and (q) such Additional
Transfer Agent Services as may be added in accordance with Section 3.2 below.
The Ancillary Services to be provided by the Agent under this Agreement include
the following, each as more fully described in this Agreement and the Service
Specifications: (a) Web Services (which shall include the Vision Services, the
FAN Services, FAN Mail Services and TRAC-2000 Internet Services); (b) provision
of an AWD license by DST Technologies, Inc.; and (c) such Additional Ancillary
Services as may be added in accordance with Section 3.2 below. Unless a specific
term is provided in the applicable Service Schedule, the term of each Service
Schedule adopted hereunder or attached hereto shall be co-terminus with the Term
of this Agreement and each new Term of this Agreement shall be a new term of
such Schedule.

3.2. ADDITIONAL SERVICES. As part of the Services, the parties
acknowledge that the Agent may provide, or cause to be provided, services in
addition to, or beyond the scope of, the current list and schedule of Transfer
Agent Services and Ancillary Services set forth in this Agreement and the
Service Specifications as of the date of this Agreement ("Additional Services").
In the event that the parties agree that Additional Services are to be provided
pursuant to this Agreement and upon the scope of, and the terms and conditions
upon which the Agent would provide or cause to be provided, such Additional
Services, the parties shall mutually agree in writing to a Service Order setting
forth a description of the Additional Services and the terms and conditions
(including liabilities, responsibilities, Fees and Expenses) on which they are
to be provided, which Service Order shall become part of this Agreement and the
Service Specifications. Except as otherwise provided in any such Service Order,
or as otherwise agreed to in writing by the parties, the provision of the
Additional Services will be governed by the terms of this Agreement.
Notwithstanding anything in this Agreement, the Service Specifications or
Addendum 1 to the contrary, the Agent's responsibility to perform Services shall
remain subject to the following agreements between the Agent and the Funds or
the Agent and any Authorized Person, and Instructions from the Funds or any
Authorized Person then in effect immediately prior to the execution of this
Agreement (collectively, the "Pre-Existing Agreements"):

(a) Appointment of Agent and Wire Order Agreement, dated as of
January 18, 1995, by and between Lord, Xxxxxx & Co. LLC ("Lord Xxxxxx"), the
Funds, Investors Fiduciary Trust Company and the Agent;

(b) Agreements for Recordkeeping Services for 401(k) Plans &
Trusts;

(c) Indemnity Agreement, dated August 21, 1997, acknowledged
and agreed to by Lord Xxxxxx, the Funds, Mesirow Financial and the Agent;

(d) Indemnity Agreement, dated August 12, 1997, acknowledged
and agreed to by Lord Xxxxxx, the Funds, Interra Clearing Services and the
Agent;

(e) Indemnity Agreement, dated July 18, 1995, acknowledged and
agreed to by Lord Xxxxxx, the Funds, Prudential Securities Inc. and the Agent;

(f) Indemnity Agreement, dated October 16, 1995, acknowledged
and agreed to by Lord Xxxxxx, the Funds, Xxxxxx Xxxxxxxxxx Xxxxx and the Agent;

(g) DST Customer Centers Usage and Non-Disclosure Agreement;

(h) Bilateral Agreement regarding Networking;

(i) Letter dated February 4, 1994 from Xxxxx Xxxxxxxxx, Vice
President, General Counsel and Secretary, to Xxx X. Xxxxxx, Partner and General
Counsel, and Xxx Xxxxxxx, Director of Broker-Dealer Operations, regarding
Execution and Filing of ICI-developed Standard Networking Agreement with the
National Securities Clearing Corporation;

(j) DST Full Service Legal Manual, a copy of which has
previously been provided to the Funds, and the Table of Contents thereof
included in Exhibit A attached hereto, along with anychanges authorized by the
Funds as of the date hereof and included in Exhibit A attached hereto;

(k) Agreements regarding Discounted Broker Fees for Networked
Accounts;

(l) UMB Self Trustee Agreement; and

(m) PAI Plan Processing Procedures.

The Services as described herein shall be modified as per such Pre-existing
Agreements.

3.3. PERFORMANCE STANDARDS. The Agent shall perform the Services in
compliance with this Agreement and the Service Specifications in which such
Services are specifically referenced and, with respect to Transfer Agent
Services, with the general Standard of Care set forth in Section 6 of this
Agreement and, with respect to the Ancillary Services, with the standard of care
set forth in the section of this Agreement in which such Services are
specifically referenced.

3.4. SERVICES WITH RESPECT TO NEW FUNCTIONS OR FEATURES. The Agent shall
use reasonable efforts to provide, reasonably promptly under the circumstances,
the same Transfer Agent 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 Funds' Instructions, prospectus or application as amended
from time to time, for the Funds provided (i) the Agent is advised in advance by
the Funds of any changes therein and (ii) the TA2000 System and the mode of
operations utilized by the Agent as then constituted supports such additional
functions and features. If any addition to, improvement of or change in the
features and functions currently provided by the TA2000 System or the operations
as requested by the Funds requires an enhancement or modification to the TA2000
System or to operations as then conducted by the Agent, the Agent shall provide
the Funds an estimate of the cost of developing such modification or
enhancements and shall not be liable therefor until the Funds approve such cost
and such modification or enhancement is thereafter installed on the TA2000
System or new mode of operation is instituted. If any new, additional function
or feature or change or improvement to existing functions or features or new
service or mode of operation which the Funds elect to utilize or to have Agent
utilize on their behalf materially increases the Agent's cost of performing the
Transfer Agent Services required hereunder at the current level of service
(provided such

costs are passed through to other similarly situated clients of Agent), the
Agent shall advise the Funds of the amount of such increase and if the Funds
elect in writing to utilize such function, feature or service at such increased
cost, the Agent shall be entitled to increase the Fees by the amount of the
increase in costs agreed to in writing by the Funds. If the Funds do not agree
in writing to the increase in Fees sought by the Agent, the Agent shall not be
obligated to provide such function, feature or service. In no event shall the
Agent be responsible for or liable to provide any additional function, feature,
improvement or change in method of operation until it has consented thereto in
writing, and in no event shall the Funds be responsible for any increased Fees
or expenses for such additional function, feature, improvement or change of a
method or operation unless and until it has consented thereto in writing. For
purposes of this Section 3.4, a "material" increase in the Agent's cost means an
increase greater than or equal to one cent (1 CENTS ) per account.

4. MANAGEMENT OF THE SERVICES.

4.1. CHANGES IN SERVICES BY THE AGENT.

(a) During the term of this Agreement the Agent will use on
behalf of the Funds without additional cost all Modifications which the Agent
may make to the Agent Facilities in the normal course of its business and which
are applicable to functions and features then offered by the Funds and supported
by the Agent under this Agreement, unless substantially all Agent clients are
charged separately for such Modifications, including, without limitation,
substantial Modifications necessitated by changes in existing laws, rules or
regulations. The Funds agree to pay the Agent promptly for Modifications which
are charged for separately at the rate provided for in the Agent'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.

(b) The Agent shall have the right, at any time and from time
to time, to make any Modification; provided that the Funds will be notified as
promptly as possible prior to implementation of such Modification and that no
such Modification shall materially adversely change or affect the operations and
procedures of the Funds in using or employing the Agent Facilities hereunder or
the Reports to be generated by such facilities hereunder, unless the Funds are
given sixty (60) days prior notice to allow the Funds to change its procedures
and the Agent, to the extent appropriate and available, provides the Funds with
all revised Operating Procedures and suggested modified controls; and

(c) The Agent acknowledges and agrees that the Funds may
require a period of at least thirty (30) day's receipt of a Modification
affecting the performance of the Funds described in this Section 4.1 for the
purpose of conducting testing related to such Modification. Additionally, the
Agent shall notify the Funds of any Modifications affecting the performance of
the Funds to be implemented pursuant to Section 4.1(b) not less than five (5)
Business Days prior to the implementation of such Modifications and will
concurrently provide to the Funds updated Documentation to the extent available.

4.2. SUBCONTRACTORS.

4.2.1. ENGAGEMENT OF SUBCONTRACTORS. The Agent shall not engage
any Subcontractor (other than an Affiliate properly authorized to provide such
Services) to perform all or any part of the Services on the Agent's behalf and
in the Agent's stead without the Funds' prior written consent. In the event that
the Funds consent to the Agent's engagement of a Subcontractor to perform any
portion of the Services and the Agent so engages the Subcontractor, the Agent
shall be responsible for, and shall (a) comply with Applicable Laws relating to
the use of any Subcontractors, including, without limitation, Regulation S-P and
Rule 17Ad-7(g) under the 1934 Act and (b) meet all of the Agent's obligations
and warranties with respect to the Services, the Agent Facilities and Agent
Premises as to work conducted by the Subcontractor. The Agent shall guarantee,
and be fully liable for, all actions of the Subcontractors under any such
agreements. All entities that perform such services on an industry-wide basis,
such as, by way of example, the NSCC and those referred to in Section 13.5 of
this Agreement, are not deemed to be, and are not Subcontractors under this
Section 4.2.1, and the Agent shall have no liability for their actions or
omissions to act. Further, this Section 4.2.1 is not intended to, and does not,
apply (i) to the situation whereby the Agent, in order to provide a service
specifically requested by a Fund which the applicable Agent System does not
support, such as by way of example and not limitation, escheatment (Trans Union)
and third party administration services (Sungard Corbel, Inc.), contracts with a
third party vendor to use such third party vendor's system or (ii) where the
Funds employ an Affiliate of the Agent to provide to the Funds services that are
not included within the definition of "Services" in this Agreement. In the event
of (i) above, the Agent makes no representations, warranties or covenants
concerning the adequacy and sufficiency of the third party vendor's system,
except that the Agent shall enforce on behalf of the Funds whatever
representations warranties or covenants it was able to negotiate from such third
party vendor. In the event of (ii) above, the Agent makes no warranties,
representations, covenants or guarantees concerning such affiliated entities'
performance. Notwithstanding anything to the contrary, the Agent may employ its
Affiliates as subcontractors hereunder provided that the requirements of clauses
(a) and (b) of the second sentence hereof are met and that the Agent guarantees
and remains fully liable for all actions of such Affiliates.

4.2.2. FURTHER ASSURANCES. In the event that a Subcontractor
fails to perform any part of the Services, the Agent shall promptly notify the
Funds and shall use its commercially reasonable efforts to remedy the
circumstances which resulted in such failure and institute corrective actions in
response thereto, including, without limitation, securing a replacement for such
Subcontractor, acceptable to the Funds.

5. SECURITY.

5.1. BRIEFINGS. Prior to the Execution Date, the Agent has provided, and
not less than once during each year of the Term the Agent shall provide, to the
Funds a copy of the SAS 70 Report prepared by the Agent's public auditor. The
Funds shall be entitled to a briefing with respect to any material deficiencies
in such report to assure themselves that any corrective actions required in such
report to be taken by the Agent have been properly implemented. The Agent shall
promptly perform, and pursue until completed, any corrective action required in
any such report or required under Applicable Law cited in any audit conducted
under Applicable Law by any governmental authority or the Agent's public auditor
which the Agent has agreed to make. In addition, the Agent will permit the Funds
and their authorized representatives, at the Funds' sole expense, at reasonable
times during normal business hours to make periodic inspections of the Agent's
operations on behalf of, and directly related to the business of, the Funds.

5.2. CHANGES TO THE SECURITY PROCEDURES. The Agent shall give the Funds
prior written notice of any changes to the Security Procedures that are
articulated in the SAS 70.

5.3. INSPECTIONS AND AUDITS.

5.3.1. INSPECTIONS BY THE FUNDS. The Agent shall make available
to the Funds, upon reasonable notice and at the sole expense of the Funds,
during regular business hours the Agent Premises, Agent Facilities and all
Records used or made in connection with the performance of its duties for the
Funds under this Agreement, the calculation and verification of Fees or Expenses
billed to the Funds, or as required by a governmental agency for reasonable
inspection by the Funds, any Person retained by the Funds (subject to such
Person's execution of the Agent's standard confidentiality agreement and
excluding any Person that is a competitor of the Agent) or any governmental
agency that requires such inspection (including, without limitation, any SEC
examiners with respect to the Agent's anti-money laundering program).

5.3.2. RIGHT TO AUDIT AGENT SITES. Subject to compliance with
Section 5.3.1, the Funds shall have the right to conduct audits, at their
expense, of each of the Agent Sites used to provide Web Services to the Funds
and any related Resources used to provide Web Services to the Funds once during
each 12 month period, after providing reasonable prior notice to the Agent. Any
such audit may include, without limitation, review of configurations, audit
trails, and maintenance of systems and software associated with the Agent Sites
and related Agent Facilities. All audits shall be coordinated through the
Agent's Internal Audit Office, and the Agent shall be entitled to observe all
audit activity. The Funds agree that they will not perform any action during an
audit that may interfere with the uptime, stability or smooth and efficient
operation of the Agent Facilities. Subject to the foregoing, the Funds may
perform any audit activity which is technically possible for a user of the
public Internet or any Person conducting audits of the controls and security
considerations relating to the Agent Sites and any related Resources. In
particular, the Funds and their audit team shall be considered authorized users
of the Agent Facility for such purposes and the Agent agrees it shall not make
any claim under any computer crime or other applicable statutes for the mere
fact of such audit activity in accordance with this Section 5.3.2, provided the
Funds otherwise comply with relevant Laws and are responsible for any violations
thereof.

5.3.3. DEMAND FOR INSPECTION BY THIRD PARTY. In case of any
request or demand for the inspection of the stock books of a Fund or any other
Records in the possession of the Agent (excluding requests limited to individual
shareholders regarding Records pertaining thereto, which requests will be
governed by the Operating Procedures), the Agent shall (a) promptly notify the
Fund, and (b) adhere to the Fund's Instructions regarding (i) whether to permit
or refuse the inspection and (ii) if the Fund authorizes the inspection, the
manners and procedures that will govern the conduct of the inspection.
Notwithstanding the immediately preceding sentence, the Agent reserves the right
to exhibit the books or Records to any Person in case the Agent is advised in a
written opinion from its legal counsel that the Agent may be held responsible
for the failure to exhibit the stock books or other books or Records to such
Person, provided the Agent delivers on a timely basis to the Funds notice of
both any such request and any such opinion of the Agent's legal counsel, and to
provide Records concerning a specific Account, group of related Accounts or
Transaction or related Transactions in accordance with the usual practice prior
to the execution of this Agreement or the Instructions of the Funds in
accordance with Applicable Law.

5.4. BACKUPS AND DISASTER RECOVERY.

5.4.1. MAINTENANCE OF A BUSINESS CONTINGENCY PLAN. The Agent has
maintained since the Effective Date, and shall continue to maintain during the
Term and shall perform the Services consistent with, a disaster recovery and
business contingency plan to address the continuity of the Agent's performance
of the Services in the event of a contingency that renders any or all of the
Agent Facilities unavailable for supporting the Agent's performance of those
Services which are to be operational under such plan (the "Business Contingency
Plan").

5.4.2. BACKUPS. As part of the Business Contingency Plan, the
Agent shall cause such Records related to the Funds, all Accounts and the
performance of the Services as the parties mutually agree upon to be duplicated
and stored on electronic medias at a facility that is not physically located in
the same Agent Premises at which such Records are ordinarily stored on a regular
basis and in a form accessible in the event of such a need. The Agent shall
cause the Business Contingency Plan to describe the back-up operations and
activities to be performed in reasonable detail. The Agent shall not be entitled
to any additional Fees in connection with any back-up or disaster recovery
Services except as and to the extent provided in the Schedule of Fees.

5.4.3. COMPONENTS OF THE BUSINESS CONTINGENCY PLAN.

(a) The Agent has delivered to the Funds a copy of the
executive summary of the current Business Contingency Plan. In the event of an
emergency requiring activation of the Business Contingency Plan, Agent will use
its commercially reasonable best efforts to fulfill its obligations under this
Agreement through such Business Contingency Plan. Pursuant to the Business
Contingency Plan, the Agent shall:

(b) Maintain an agreement with a third party disaster
recovery provider (the "Disaster Recovery Provider") or provide a DST-owned
second data center whereby, if the former, the Agent shall have access on a
"shared use" basis to a "cold site" or, if the latter, to a hot site (the
"Recovery Facility") maintained by the Disaster Recovery Provider or

DST in the event of a disaster rendering the Agent Facilities unavailable. The
Business Contingency Plan shall specify the processes pursuant to which the
Services specified in the Business Contingency Plan will be transitioned to the
Recovery Facility.

(c) DST is currently reviewing options toward a long
term solution regarding the continuity of service provided. Until permanent
solutions are in place, DST will maintain backup generator functionality for the
call center facility location. This approach will allow for a minimal
interruption in service in the event that power to the facility fails. DST
intends to implement a long term solution to facility continuity in phases by
the end of the calendar year 2005.

(d) Establish periodic testing requirements, which shall
be provided upon request to the Funds, for testing the efficacy and adequacy of
the Recovery Facility, the Crisis Management Center, the related services of the
Disaster Recovery Provider in the event of a disaster and of all Records
maintained in back-up facilities to assure their continued integrity and
quality. On an annual basis, the Agent shall conduct tests pursuant to such
testing procedures, and shall invite the Funds at least once per year to
participate in such testing activities, in a manner which is consistent with
previous testing activities (including, without limitation, the involvement of
the Funds). The Agent shall provide to the Funds a written report with regard to
the results of each test relating to the systems used to provide Transfer Agent
Services to the Funds and, in the event deficiencies or other performance issues
are identified in the performance of such tests, such report shall specify the
corrective actions to be taken by the Agent with respect thereto. Upon request,
the Agent shall certify to the Funds, within a reasonable time after performance
of such test, that all such corrective actions have been satisfactorily
completed.

(e) Maintain a Crisis Management Center ("Crisis
Management Center") that is not physically located at the Agent Premises used to
provide Transfer Agent Services to the Funds, as specified in the Business
Contingency Plan, and is equipped to support the performance of those Services
specified in the Business Contingency Plan in the event the Agent Facilities are
rendered unavailable to support the Agent's performance under this Agreement. In
the event that any or all of the Agent Facilities are so rendered unavailable,
the Agent shall use the Crisis Management Center to support its performance of
its duties and obligations under this Agreement for those Services specified in
the Business Contingency Plan.

(f) The Agent shall update the Business Contingency
Plan, and all related Resources and Services, when required by Applicable Law
and shall provide updated copies of the executive summary of such Business
Contingency Plan promptly to the Funds, explaining the changes. To the extent
such changes increase the Agent's costs of implementation and maintaining the
Business Contingency Plan, the Agent shall be entitled to charge the Funds
therefor in accordance with Section 10.5 and the Service Specifications.

(g) Nothing in this Agreement is intended to, nor does
it, constitute an agreement that the provision of Services will not be degraded
in the event of an emergency requiring activation of the Business Contingency
Plan, provided that the Agent shall comply with its obligations under this
Section 5.4.3, including its obligations to maintain the DST-owned second data
center, if any, in such manner that it is ready at all times for the performance
of the

Services specified in Section 3.1(a) through (q), to use commercially reasonable
best efforts to fulfill its obligations under this Agreement through the
Business Contingency Plan and to promptly address, and as soon as is reasonably
practicable correct, any material deficiencies in such Business Contingency Plan
and its testing and maintenance which may be cited in the future by the federal
and state bank and the SEC examiners who periodically examine DST's operations
(the "Government Examiners") in the report of examination issued by them.

5.5. THIRD PARTY CLAIMS. Each party shall promptly notify the other party
upon receipt of any claim, notice, demand or other action threatening
institution of legal proceedings or a claim for money damages by any Shareholder
or other Persons (including governmental authorities) under the 1934 Act or
other law relating to the performance of any of the Services for the Funds.

6. STANDARD OF CARE; GENERAL PERFORMANCE STANDARDS. The Agent shall exercise
the following standard of care and adhere to the following performance standards
with regard to its performance of the Services, in each case as specified below:

6.1. STANDARD OF CARE AS TO ALL SERVICES. The Agent shall at all times
use reasonable care, due diligence and act in good faith in performing the
Transfer Agent Services under this Agreement. The Agent shall provide its
Transfer Agent Services as Transfer Agent in accordance with Section 17A of the
1934 Act, and the rules and regulations thereunder. In the absence of bad faith,
willful misconduct, knowing violations of Applicable Law pertaining to the
manner in which Transfer Agency Services are to be performed by the Agent
(excluding any violations arising directly or indirectly out of the actions or
omissions to act of third parties unaffiliated with the Agent), reckless
disregard of the performance of its duties, or negligence on its part, the Agent
shall not be liable for any action taken, suffered, or omitted by it or for any
error of judgment made by it in the performance of its duties under this
Agreement. For those activities or actions delineated in the Operating
Procedures, the Agent shall be presumed to have used reasonable care, due
diligence and acted in good faith if it has acted in accordance with the
Operating Procedures, or for any deviation therefrom approved by the Funds in
advance in writing (email or facsimile permitted). Notwithstanding anything in
this Agreement to the contrary, the Agent's responsibility to perform or provide
any Service enumerated in this Agreement does not commence until the Data,
Communications, Inbound Communication, Instructions, Orders and Transactions,
and any Records attached or contained in any of the foregoing, is received at
the Agent Facilities in sufficient condition for use by the Agent.

6.2. SECURITY SERVICES. In performing the Services, the Agent shall
properly comply at all times with, and perform all of, the Security Procedures.

6.3. INSTRUCTIONS. From time to time, at any time during the performance
of the Transfer Agent Services, the Agent shall be entitled to request from the
Funds Instructions, or with the prior approval of a Fund officer, consult with
legal counsel for the Fund, or the Agent's own legal counsel, both at the
expense of the Fund, in order to provide guidance to the Agent in circumstances
in which the Agent reasonably believes such Instructions are necessary to assure
the proper performance of the Services. Upon the Agent's request, the Funds
shall promptly prepare and transmit such Instructions to the Agent. Subject to
Section 6.7, the Agent may rely upon any Instructions received from the Funds
and shall perform the Services in accordance with

such Instructions and it will not be liable for any action taken or omitted by
it in good faith in reliance upon such Instructions or upon the opinion of such
counsel or for losses or damages while awaiting response to the Agent's request
for Instructions.

6.4. THE AGENT'S AND THE FUNDS' KNOWLEDGE OF THE INVESTMENT COMPANY
INDUSTRY. The Agent and the Funds shall use their reasonable efforts to remain
current on the trends, needs and legal and business requirements of the
investment company industry relating to shareholder and Transfer Agent services
and to advise each other as to material changes in any of the foregoing.

6.5. SERVICE LEVEL STANDARDS. "Service Level Standards" means those
standards, collectively presented as the "Service Level Standards" within the
Service Specifications, setting forth measurable criteria by which the
efficiency, reliability, accuracy and security of the Services can be evaluated.
In approving the Service Specifications, and any future Modifications, the
parties may assure that (a) Service Level Standards, which are mutually agreed
upon by the Funds and the Agent with respect to particular Services, are
specified and (b) for each such Service Level Standard, appropriate procedures
may be described, as mutually agreed to, for measuring and testing, on a
periodic basis consistent with, and no less frequently than, the Performance
Reports, the performance of the Agent against the Service Level Standards.

6.6. GENERAL COVENANTS. The Agent covenants to each of the Funds, with
respect to the Services and the Agent Facilities and Resources, that:

(a) The Agent employs sufficient staff and Subcontractors, with
appropriate training and experience, to develop and maintain all of the Agent
Facilities, and perform the Services, as contemplated by this Agreement;

(b) The Security Procedures are and shall continue at all times to
be commercially reasonable for the performance of the Services under this
Agreement; and

(c) The Services at all times shall be performed in accordance
with Applicable Law, including, without limitation, Section 17A of the 1934 Act
and the Rules and Regulations promulgated thereunder.

6.7. COMPLIANCE WITH OPERATING PROCEDURES.

6.7.1. OBLIGATIONS OF THE AGENT. The Agent shall perform the
Services in compliance with the Operating Procedures applicable to such
Services. Prior to, or concurrently with the execution of this Agreement, the
Agent has delivered to the Funds copies of the current Operating Procedures;
each of the Funds hereby acknowledges receipt and approval of such current
Operating Procedures.

6.7.2. CHANGES TO OPERATING PROCEDURES. The Agent may make
Modifications to the Operating Procedures without the further approval of the
Funds or legal counsel for the Funds if such proposed Modifications are made in
compliance with Section 4.1.

6.7.3. ANTI-MONEY LAUNDERING. The Agent acknowledges that some of
the Services that Agent performs under this Agreement have the effect of
assisting, and are intended to assist, the Funds to fulfill the obligations of
the Funds under the USA PATRIOT Act (the "Act") and the regulations applicable
to mutual funds adopted thereunder by the Department of Treasury and/or the
Securities Exchange Commission. In connection therewith, the Agent has adopted,
and will comply with, the AML Agent policies and procedures (including the
Customer Identification Program) attached hereto as Exhibit B. The Agent will
also provide the Funds with an annual certification substantially in the form
attached hereto as Exhibit C, except as the representations in such
certification require qualification as to specific instances. DST will make
reasonable efforts to provide notice of any events that require qualification in
advance of the issuance of such certification.

6.7.4. SEC COMPLIANCE RULE. The Agent acknowledges that the Funds
have advised it that the Funds intend to use some of the Services that Agent
performs under this Agreement to assist the Funds to fulfill the obligations of
the Funds under Rule 38a-1 of the 1940 Act [Note: Agent already covenants that
it will act in accordance with Section 6.6(c) of the Agreement and the revised
definition of Applicable Law] The Agent agrees to provide reports and
information as may be reasonably necessary for the Funds to fulfill their
obligations under Rule 38a-1 in connection with the Services Agent performs
under this Agreement.

6.8. ACTS OR OMISSIONS IN RELIANCE.

6.8.1. RELIANCE ON INSTRUCTIONS. The Agent may consider an
Instruction received by the Agent to be effective as the Instruction of the
Funds, and the Agent may rely on the Instruction, if (a) the Instructions have
been transmitted by an individual reasonably believed by the Agent to be
authorized by the Funds to submit Instructions and (b) (i) the Agent complies
with the Security Procedures for receiving and processing Instructions and (ii)
has not detected any error, omission or irregularity with such Instruction
which, if detected, would justify non-reliance thereon by the Agent.

6.8.2. RELIANCE ON OTHER INBOUND COMMUNICATIONS. In performing
the Transfer Agent Services, the Agent may rely upon the authenticity of any
Inbound Communication in written, tangible form (including, without limitation,
stock certificates which the Agent reasonably believes to bear the proper manual
or facsimile signatures of the officers of the Fund, and the proper
countersignature of any former Transfer Agent or Registrar, or of a co-Transfer
Agent or co-Registrar), provided (a) the Agent reasonably believes the Inbound
Communication has been transmitted by an appropriate Authorized Person as to the
Funds and (b) the Agent has complied with the Security Procedures with respect
to such Inbound Communication, and such compliance has not detected any error,
omission or irregularity with such Communication which, if detected, would
justify non-reliance thereon by the Agent.

6.9. RIGHT TO VERIFY AUTHENTICITY AND AUTHORITY. The Agent reserves the
right to refuse to transfer or redeem any Shares until the Agent is satisfied
that any required endorsement or signature (whether in tangible or electronic
form) on the certificate or any other record is valid and genuine, and for that
purpose the Agent may require a guaranty of signature in accordance with the
Signature Guaranty Procedures that are part of the Operating Procedures. The
Agent

shall not be obligated to transfer or redeem any Shares until the Agent is
satisfied that the requested transfer or redemption is legally authorized, and
the Agent will incur no liability for its refusal in good faith to make
transfers or redemptions which, in the Agent's reasonable judgment, may be
improper or unauthorized. The Agent may, in effecting transfers or redemptions,
rely upon the Operating Procedures, Simplification Acts, Investment Company
Institute (and its insurance company affiliate) pronouncements, Uniform
Commercial Code or other statutes which protect it and the Funds in not
requiring complete fiduciary documentation, and shall not be liable or
responsible for any Losses arising out of or resulting from such reliance. In
cases in which the Agent is not directed or otherwise required to maintain the
consolidated records or the Shareholder detail with respect to shareholder's
accounts, the Agent will not be liable for any loss which may arise by reason of
not having such records or which might have been avoided if such records were
available.

7. ASSUMPTION OF TRANSFER AGENT SERVICES BY THE FUNDS OR AGENTS DESIGNATED BY
THE FUNDS. The Funds or their designated agents other than the Agent, in the
Funds' sole discretion, may assume responsibility for directly performing
certain of the Services including, without limitation, answering and responding
to telephone inquiries from Authorized Persons; accepting Orders from Authorized
Persons, Intermediaries and Plan Sponsors (either or both oral and written) and
transmitting Orders to the Agent based on such instructions; preparing and
mailing confirmations; obtaining certified Taxpayer Identification Numbers
("TINs"); classifying the status of Shareholders and Accounts under applicable
tax law; establishing Accounts and assigning social codes and TIN codes thereof;
and disbursing monies of the Funds.

8. LICENSES; INTELLECTUAL PROPERTY.

8.1. CONTENT. During the Term, the Funds grant to the Agent a
non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable,
royalty-free license to reproduce, display, distribute, perform and publicly and
digitally use the Content and the Fund Marks provided by the Funds (the "Fund
Content") exclusively in the operation of any Agent Site. Subject to the license
granted in this Section 8.1, the Funds retain all rights, title and interest in
the Fund Content and the Fund Marks. Except as expressly set forth in this
Section 8.1, the Agent shall obtain the prior written approval of the Funds for
any other uses of the Fund Content (or any part thereof) or any Fund Xxxx, or
for any modification of any aspect of the Fund Content or the Fund Marks,
including in each case, without limitation, any and all Intellectual Property
contained therein.

8.2. RIGHTS IN AND USE OF DATA AND RECORDS.

8.2.1. RIGHTS. As between the Funds and the Agent, the Funds own
all right, title and interest to all Data (not including the format of the
Record in which such Data is stored, which format belongs to the Agent), all
Personal Information, all Records pertaining to, or containing information
about, Shareholders, the Fund Marks and the Funds Content, and the Agent owns
all right, title and interest to, or has the right to use, all of the Agent
Facilities used to perform the Services, including, without limitation, all Code
(including any Code used for Web sites which are utilized in performing the
Services other than any Code relating to the Fund Marks or Fund Content),
Intellectual Property and Records pertaining to the Agent's operations and
operational results but not containing information about or pertaining to
Shareholders. The Funds hereby grant the Agent a limited, non-exclusive,
royalty-free, right and license to:

(a) Use the Funds' Records and Data, but solely on the Agent
Facilities, to perform the Services under this Agreement or as required by
Applicable Law; and

(b) Use Aggregated Data solely for the purpose of producing
reports on the use of the Services (and similar services performed for other
full-service Clients of the Agent) and use Usage Data solely for the purpose of
producing reports on the use and operation of the Web Services and Agent Sites,
for, in each case, disclosure to the Agent, the Funds and other Clients;
provided, however, that (i) any such reports are made available to the Funds and
other Clients of the Agent on a confidential basis and no further disclosure,
publication or distribution of the reports, in whole or in part, shall be
permitted, (ii) no such reports shall identify the Funds or any Person, or
otherwise contain or disclose any Personal Information, other than reports
provided exclusively to the Funds for administrative purposes under this
Agreement, and (iii) the Agent shall deliver to the Funds a copy of any such
report at no additional cost unless all non-Agent-Affiliated (which shall not
include the Janus Capital Group Funds) recipients of such reports are charged
therefor. The Agent shall make available promptly to the Funds copies of the
Funds' Records and Data upon the Funds' request. Without limiting the foregoing,
in no event shall the Usage Data be used by the Agent in connection with
revenue-based advertising activities that may be associated with any of the
Agent Sites unless as part of a program in which the Funds also participate.

8.2.2. RESTRICTIONS ON USE OF DATA. Except as provided in this
Section 8.2, the Agent shall make no other uses of any of the Data or Records of
the Funds without the express prior written consent of the applicable Fund(s).

9. COVENANTS OF THE FUNDS.

9.1. REGISTRATION OF FUND SHARES. Each Fund shall take all actions
required by law when and as necessary to register the Fund's Shares for sale
and, as between the Agent and the Fund, the Fund will be responsible for the
proper registration of all persons selling such Shares in all states in which
the Fund's Shares will be offered for sale that require registration. If at any
time a Fund receives notice of any stop order or other proceeding in any such
state affecting the registration or the sale of the Fund's Shares, or of any
stop order or other proceeding under the federal or any state securities laws
affecting the sale of the Fund's Shares, the Fund shall promptly notify the
Agent of the related stop order or proceeding. Upon receipt of any such notice,
the Agent shall comply promptly with the requirements of any such stop order or
other proceeding in its performance of the Services.

9.2. STOCK CERTIFICATES.

9.2.1. FURNISHING OF STOCK CERTIFICATES. Each Fund shall furnish
the Agent with a reasonable and sufficient supply of blank stock certificates
and from time to time, upon the request of the Agent, renew such supply. The
Funds shall cause such certificates to be signed manually or by facsimile
signatures of the officers of the Funds authorized by law and by the Bylaws of
the Funds to sign stock certificates, and if required, to bear the corporate
seal or facsimile thereof. The Funds shall furnish such stock certificates at
its own expense.

9.2.2. DEATH, RESIGNATION OR REMOVAL OF SIGNING OFFICER. Each
Fund shall deliver promptly to the Agent Instructions of any change in the
officers authorized to sign stock certificates, written instructions or
requests, together with two signature cards bearing the specimen signature of
each newly authorized officer. In case any officer of any Fund who will have
signed manually or whose facsimile signature will have been affixed to blank
stock certificates dies, resigns, or is removed prior to the issuance of such
certificates, the Agent may issue or register such stock certificates as the
stock certificates of the Fund, notwithstanding such death, resignation, or
removal, until specifically directed to the contrary by Instructions of the
Fund. In the absence of such direction, the Funds will file promptly with the
Agent any such approval, adoption, or ratification as may be required by law.

9.2.3. MAINTENANCE OF RECORDS AND CANCELLED CERTIFICATES. In the
event that the Agent delivers to the Funds Records or cancelled stock
certificates pursuant to Section 1.7(iv) of the Service Specifications, the
Funds shall maintain such Records and stock certificates in accordance with
Section 17Ad-7 of the 1934 Act.

10. COMPENSATION AND EXPENSES.

10.1. FEES. In consideration for the Agent's proper performance of the
Services, the Funds shall pay to the Agent the fees set forth in the Schedule of
Fees included in the Service Specifications ("Fees"). The Schedule of Fees shall
specify, among other things, each of the

items identified in the Fee Proposal and shall also include functional
definitions of the service level incentives associated with selected Service
Level Standards the ("Service Level Incentives"), and the methods for
calculating the amount(s) to be paid as additional Fees based on such
incentives. The Agent shall waive all Fees (but not Expenses) incurred by any
new fund or new series of a Fund for a period of six months from such Funds' or
series' commencement of the sale of Shares.

10.2. EXPENSES.

10.2.1. ALLOCATION OF EXPENSES. Subject to Section 10.2.2, except
as expressly agreed in writing among the parties, each party shall bear all of
its own costs and expenses arising in connection with the performance of its
obligations under this Agreement.

10.2.2. REIMBURSABLE EXPENSES. The Funds agree to reimburse the
Agent for all reasonable out-of-pocket expenses or disbursements incurred by the
Agent in connection with the performance of the Services and for the direct
expenses set forth in the Service Specifications ("Expenses") on a monthly
basis. The Funds shall only be required to reimburse the Agent under this
Section 10.2.2 if proper documentation is provided to the Funds pursuant to
Section 10.2.3 below. For purposes of any reimbursement of any Expense pursuant
to this Section 10.2.2, the Agent shall not eliminate any discount it received
from a third party when it incurred such Expense, except to the extent the
Agent, [with the prior consent of the Funds,] (a) incurs expenses or costs to
meet or comply with requirements necessary to obtain such discount or (b) adds
additional value to the services received from such third party.

10.2.3. DOCUMENTATION SUPPORTING REIMBURSEMENT OF EXPENSES. The
Agent shall cause any invoice for Fees delivered pursuant to Section 10.4 to
itemize any Expenses eligible to be reimbursed pursuant to this Section 10.2, in
such detail as the Funds may reasonably require and to include such additional
documentation supporting such reimbursements as the Funds may reasonably
require. The Funds shall have the option of deferring reimbursement of any
portion of Expenses for which the Agent fails to provide adequate detail or
documentation (without incurring any obligation for overdue payments under
Section 10.4) until such detail or documentation is provided. For purposes of
this Section and Section 10.4, "adequate detail or documentation" shall mean
such detail or documentation that an objective reasonable observer would agree
reasonably supports the charges. Such Expenses shall be paid within ten (10)
days of receipt of adequate detail or documentation by the Funds (the "Due Date"
as to previously disputed Expenses).

10.3. TAXES. The Funds shall be responsible for the payment of all taxes,
including any sales or use taxes, due and payable in connection with the Agent's
performance under this Agreement, except for any tax based on the Agent's net
income.

10.4. PAYMENT TERMS.

10.4.1. PERFORMANCE REPORTS. The parties acknowledge that
substantial portions of the Fees are structured as transaction-based fees or
incentive-based fees. Prior to or concurrent with delivering invoices to the
Funds for Fees, in addition to the Reports, the Agent shall provide quarterly
service level performance reports ("Performance Reports") that report all
performance activity necessary, and in sufficient detail, to verify the amount
and appropriateness of the Fees charged by the Agent in its invoices. All
Performance Reports are subject to verification through inspection by the Funds
pursuant to Section 5.3.1.

10.4.2. INVOICES. The Agent shall prepare and deliver to the Funds
an invoice, no later than the 25th day of each calendar month, for the payment
of all Fees, and the reimbursement of all Expenses, properly due and payable for
the preceding calendar month. Upon the Funds' request, the Agent shall meet with
the Funds and review any reasonable questions or concerns regarding any invoice.
The Funds shall promptly notify the Agent (in no event later than fourteen (14)
days after receipt of the invoice) in the event that any amount set forth on any
invoice for Fees or Expenses is in dispute. The Funds and the Agent shall
cooperate in good faith to investigate any such dispute and endeavor to resolve
amicably the circumstances surrounding such dispute, which resolution shall be
deemed to occur, in the event the dispute arises due to insufficient detail or
documentation, upon the presentation by the Agent of adequate detail or
documentation, and establish a suitable amount to be paid; otherwise, if the
parties are unable to resolve any such dispute, it shall be subject to the
dispute resolution procedures set forth in Section 21.15 of this Agreement.

10.4.3. TIMELY PAYMENTS. Except to the extent of any disputes
pending pursuant to Section 10.4.2, the Funds shall pay to the Agent all Fees,
and reimburse all Expenses, properly due and payable within thirty (30) days
from the date the Funds receive an invoice from the Agent, properly supported,
for such Fees and Expenses (the "Due Date"). Where an invoice contains disputed
and undisputed amounts, the Funds shall pay the undisputed amounts by the Due
Date. In the event that any undisputed amounts due hereunder are not received by
the Agent by the Due Date, the Funds shall pay to the Agent a late charge equal
to the lesser of the maximum amount permitted by applicable law or the product
one and one-half percent (1.5%) per month times the amount overdue times the
number of whole or partial (pro-rated) months from the Due Date up to and
including the day on which payment is received by the Agent. The parties hereby
agree that such late charge represents a fair and reasonable computation of the
costs incurred by reason of late payment and is not a penalty. Acceptance of
such late charge shall not prevent the Agent from exercising any other rights
and remedies available to it arising out of such late payment.

10.4.4. NO SUSPENSION OF SERVICES. The existence of any overdue
payment obligation with respect to Expenses shall not constitute a basis on
which the Agent may suspend, alter or otherwise disrupt the Agent's timely and
consistent performance of the Services under this Agreement unless such payment
(excluding disputed amounts) are overdue by more than sixty (60) days. No
overdue payment obligation shall constitute a basis for the termination, or
attempted termination, of this Agreement by the Agent unless such payment
obligation remains overdue for thirty (30) days after the Funds have received
written notice from the Agent that such payment obligation is overdue; provided,
however, that if the Funds are disputing, in good faith, any payment obligation,
such overdue payment obligation shall not constitute grounds for

suspension of performance or termination of this Agreement but rather shall be
subject to the provisions of Section 10.4.2 and the dispute resolution
provisions of Section 21.15 of this Agreement. In the event that Expenses not
being disputed in good faith remain unpaid in excess of ninety (90) days, the
Agent may require the Funds to pay all further Expenses in advance.

10.5. CHANGES IN FEES AND EXPENSES. It is the intent of the Agent and the
Funds that the Schedule of Fees and Expenses (attached as part of the Services
Specifications) remain the same during the Term and not be amended, except by an
Amendment or as provided in Sections 3.4 or 4.1(a) or hereinafter in this
Section 10.5. Notwithstanding the foregoing, the Agent may increase the fees and
charges set forth on the Schedule of Fees and Expenses upon at least ninety (90)
days prior written notice, if (a) changes in existing laws, rules or
regulations: (i) require substantial system modifications or (ii) materially
increase cost of performance hereunder and (b) any such increase is shared
equally by at least seventy-five percent (75%) of the Agent's affected Clients.
If the Agent notifies the Funds of an increase in fees or charges pursuant to
the immediately preceding sentence, the parties shall confer, diligently and in
good faith and agree upon a new fee to cover the amount necessary, but not more
than such amount, to reimburse the Agent for the Funds' aliquot portion of the
cost of developing the new software to comply with regulatory charges and for
the increased cost of operation.

10.5.1. IMPROVED EFFICIENCIES. The Funds and the Agent shall meet
periodically to consider whether Modifications paid for by the Funds or other
changes in the nature of the delivery of the Services by the Agent has lowered
the Agent's operating costs. Where the parties agree that the foregoing has
occurred, they will commence negotiations in good faith to consider the
establishment of reductions in the related Fees associated with the Services
affected by those Modifications or changes in the delivery of the Services.

10.5.2. MOST FAVORED CUSTOMER. The Agent and the Funds intend that
the Fees payable under this Agreement shall represent the most favorable
arrangement provided by the Agent to any Client similarly situated. Accordingly,
in the event that (a) the Agent charges any actual Client that is, in the
aggregate with respect to mutual funds with an affiliated manager or managers or
a client base with respect to mutual fund transfer agents, of similar size, with
a similar revenue structure, similar revenue amounts, similar volume and
business mix of Transactions and similar distribution channels as that of the
Funds, fees for the performance of Transfer Agent services comparable to the
Services and (b) the fees offered are, in the aggregate, in amounts less than
the Fees payable under this Agreement for the same services, the Agent shall so
notify the Funds promptly and immediately prepare and deliver to the Funds a
suitable Service Order reflecting any adjustments to the Schedule of Fees
required in order for the Funds to receive the same (or lower) fees so offered
by the Agent. The foregoing Most Favored Customer treatment shall not apply to
Fees which have been agreed upon with a Client as part of a larger transaction
in which the Agent is selling to or purchasing assets from the Client or
otherwise acquiring from the Client something additional of substantial value.

10.6. ORIGINAL ISSUE TAXES AND MAILINGS. The Agent reserves the right, (a)
before making any original issue of stock certificates for the Funds, to require
the Funds to furnish to the Agent sufficient monies to pay all required taxes on
the original issue of stock, if any, and (b) to require the Funds to pay postage
in advance of mailings that are addressed to more than twenty percent (20%) of
the Funds' non-matrix level 3 shareholders. Upon such request, the

Funds shall promptly provide such Funds and furnish the Agent with such evidence
as may be required by the Agent to show the actual value of the related stock.
If no taxes are payable, the Funds shall furnish the Agent with an opinion of
outside legal counsel to that effect.

11. REPRESENTATIONS AND WARRANTIES OF THE AGENT. The Agent represents and
warrants to each of the Funds that:

(a) It is a corporation duly organized and existing and in
good standing under the laws of Delaware;

(b) It is duly qualified to carry on its business in the State
of Missouri;

(c) It is empowered under Applicable Laws and the laws of its
state of organization, and by its Articles of Incorporation and Bylaws, to enter
into this Agreement and perform the Services contemplated in this Agreement;

(d) It is registered as a transfer agent to the extent
required under the 1934 Act, such registration has not been revoked, suspended
or otherwise the subject of any proceeding before the Securities and Exchange
Commission, and the Agent shall continue to maintain such registration as a
transfer agent during the Term. The Agent will promptly notify the Funds in
writing in the event of any material change in the Agent's status as a
registered transfer agent. Should the Agent fail to be registered with the
appropriate federal agency as a transfer agent at any time during the term of
this Agreement, the Funds may, on written notice to the Agent, immediately
terminate this Agreement;

(e) It has taken all requisite corporate action to authorize
the Agent to enter into and perform this Agreement;

(f) The Agent has, and will continue to have and maintain, the
necessary Resources to perform its duties and obligations under this Agreement.
Such Resources include personnel who have been trained pursuant to Applicable
Law and prevailing industry practices in connection with their performance of
the Services and, to the extent specified in the Service Specifications, shall
have and maintain in good standing during the Term, all required certificates,
licenses or registrations related to their responsibilities in performing the
Services. Nothing in this Agreement is intended to, nor shall it, require the
Agent to register its personnel with any self-regulatory organizations;

(g) The Agent owns or has sufficient and valid license or
other legally enforceable rights in all software and other Intellectual Property
used by the Agent to provide the Services, and such use does not infringe the
U.S. copyrights of any other Person. To the knowledge of the Agent, use by the
Agent of such software and Intellectual Property does not infringe or otherwise
violate the U.S. patent rights or otherwise violate the Intellectual Property
rights of any Person. In the event one or more Services are not useable by the
Funds as a result of a breach of the foregoing warranty, then the Agent will use
commercially reasonable efforts to: (a) procure for the Funds the right to
continue using the Services or infringing portion thereof, (b) modify the
Service so that it becomes non-infringing, or (c) replace the Service or
infringing part thereof with other systems of similar capability within a
reasonable period of time under the

circumstances; provided that if the Agent is not able to satisfy the foregoing
requirements, then, as their sole remedy for the Agent's breach of the foregoing
warranty, the Funds may terminate this Agreement and obtain a refund of all
prepaid usage fees paid during the immediately preceding twelve (12) months for
the Service that is not useable. The foregoing warranty and the Agent's
obligations thereunder are contingent upon the Funds' use of the Agent's
Services and the Agent Facilities in accordance with the provisions of this
Agreement and the specific written instructions relating thereto furnished or
made available by the Agent to the Funds consistent with the terms of this
Agreement, and, to the extent that any of the following cause the foregoing
warranty to fail, no such warranty obligation shall apply to any portion of the
Services to the extent based upon (i) a modification of the Services or the
Agent Facilities at the request of the Funds, (ii) use of the Services or the
Agent Facilities by the Funds other than in accordance with this Agreement and
the specific written instructions relating thereto furnished or made available
by the Agent to the Funds consistent with the terms of this Agreement, or (iii)
use of the Services or the Agent Facilities by the Funds in combination with
other services, systems, software or hardware not provided or recommended by the
Agent if infringement could have been avoided by not using the Services or the
Agent Facilities in combination with such other services, systems, software or
hardware; and

(h) The Agent hereby represents and warrants that the
Government Examiners, as defined in Section 5.4.3 of this Agreement, have not
cited any material deficiencies in the Business Contingency Plan as currently
constituted, and DST's testing and maintenance thereof, and that if, in the
future, any report issued by a government agency or entity cites any material
deficiencies in such Business Contingency Plan and its testing and maintenance,
the Agent shall promptly address, and as soon as is reasonably practicable
correct, any such material deficiencies.

THE FOREGOING WARRANTIES IN THIS SECTION, AND, AS TO THE ANCILLARY SERVICES, IN
THOSE SECTIONS THAT SPECIFICALLY ADDRESS SUCH ANCILLARY SERVICE, ARE IN LIEU OF,
AND THE AGENT HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

12. REPRESENTATIONS AND WARRANTIES OF THE FUNDS. Each of the Funds represents
and warrants to the Agent that:

(a) It is a corporation or business trust duly organized and
existing and in good standing under the laws of its respective State of
organization;

(b) It is an open-end management investment company registered
under the 1940 Act;

(c) A registration statement under the 1933 Act has been filed
and will be effective with respect to all Shares of the Fund being offered for
sale;

(d) All requisite steps have been, and will continue to be,
taken to register the Fund's Shares for sale in all applicable states and such
registrations will be effective at all times

Shares are offered for sale in such state and all sales of Shares shall be made
in compliance with all applicable federal and state requirements; and

(e) It is empowered under Applicable Laws and the laws of its
state of organization, and by its Articles of Incorporation or Declaration of
Trust, as applicable, and Bylaws, to enter into and perform this Agreement.

13. LIMITATIONS ON LIABILITY.

13.1. FUNDS AND FUND SERIES AS SEPARATE PARTIES. Each Fund shall be
regarded for all purposes under this Agreement as a separate party, independent
of each other Fund. If any Fund is comprised of more than one series, each
series shall be regarded for all purposes under this Agreement as a separate
party, independent of each other Fund and series. Unless the context otherwise
requires, with respect to every transaction covered by this Agreement, every
reference in this Agreement to the Funds shall be deemed to relate solely to the
particular Fund or series to which such transaction relates. Under no
circumstances shall the rights, obligations or remedies with respect to a
particular Fund or series constitute a right, obligation or remedy applicable to
any other Fund or series as the case may be. The use of this single document to
memorialize the separate agreement of each Fund and series is understood to be
for convenience only and shall not constitute any basis for joining the Funds or
series for any reason or establishing any liability of any Fund or series for
the obligations of the other Funds or Series.

13.2. FUNDS AS SEPARATE ENTITIES. Notice is hereby given to the Agent that
a copy of each Fund's Articles of Incorporation or Certificate of Trust, as
applicable, is on file with the Secretary of State of the state of its
organization; that this Agreement has been executed on behalf of the Fund by the
undersigned duly authorized representative of the Fund in that Person's capacity
as such and not individually; and that the obligations of this Agreement shall
only be binding upon the assets and property of the applicable Fund or series
and shall not be binding upon any director, trustee, officer or Shareholder of
that Fund or series, or any other Fund or series, individually.

13.3. LIMITS ON LIABILITY. The cumulative aggregate liability of the Agent
to any Fund or Series, or all the Funds and Series in the aggregate, on the one
hand, and all the Funds and all the Series to the Agent, on the other hand, with
respect to, arising from or arising in connection with this Agreement, the
Services provided or omitted to be provided under this Agreement, whether in
contract, or in tort, or otherwise, is limited to, and shall not exceed, the
amounts paid hereunder by all the Funds and all the Series to the Agent as Fees,
but not including Expenses, during the twelve (12) months immediately preceding
the event giving rise to the liability. The preceding limitations do not apply
with respect to any liability of the Agent or the Funds with respect to, arising
from or arising in connection with the intentional breach by the Agent or the
Funds, as the case may be, of the requirements set forth in Section 15 hereof,
committed (1) with the actual knowledge that the action or omission at issue is
a breach of the Party's obligations under this Agreement or (2) for the purpose
of harming the other party or its customers or shareholders, or any liability of
a Fund or Series with respect to (i) the payment of Fees or Expenses, or both,
and (ii) the funding or payment of any amounts due in the ordinary course of the
business of such Fund or Series, such as, by way of example and not limitation,
the provision of sufficient funds to pay all outstanding debts, wire transfers,
ACH transactions, drafts, checks

or any other obligations of such of such Fund or Series incurred by the Agent on
behalf of such Fund or Series in the course of providing Services to such Fund
or Series. In addition, the foregoing cap on damage amounts shall not apply to
any liability of the Funds to indemnify the Agent as set forth in Section 14.2
for Losses for which the Agent is held liable or for which the Agent must pay to
a third party, including but not limited to a shareholder of any Fund.

13.4. "AS OF" TRANSACTIONS. Without limiting anything else in this
Agreement, gains and Losses resulting from Adjustments shall be treated in
accordance with, and governed by, the As of Trade Policy of the Funds attached
as Addendum 2 hereto (as amended from time to time by mutual agreement of the
Agent and the Funds) which is incorporated into this Agreement, and the Agent
shall be liable for any such Losses to the extent provided for in the As of
Trade Policy.

13.5. ACTIONS OF UNAFFILIATED THIRD PERSONS. Nothing in this Agreement
shall impose any duty upon the Agent in connection with, or make the Agent
liable for, the actions or omissions to act on behalf of third Persons
unaffiliated with the Agent who provide services to the mutual fund and
financial services industry generally, such as, by way of example and not
limitation: Federal Express Corporation, the Funds' distributor, custodian bank
and other agents of the Funds, the U.S. mails and telecommunication companies
engaged to provide communication circuits in support of the Agent's performance
of the Services, provided the Agent shall have exercised due care in selecting
the same.

13.6. CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO EITHER PARTY'S
INTENTIONAL ACTS OR OMISSIONS IN VIOLATION OF SECTION 15 OF THIS AGREEMENT,
COMMITTED (1) WITH THE ACTUAL KNOWLEDGE THAT THE ACTION OR OMISSION AT ISSUE IS
A BREACH OF THE PARTY'S OBLIGATIONS UNDER THIS AGREEMENT OR (2) FOR THE PURPOSE
OF HARMING THE OTHER PARTY OR ITS CUSTOMERS OR SHAREHOLDERS, IN NO EVENT SHALL
ANY PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY LOSSES
RELATING TO LOSS OF PROFITS OR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE
DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. INDEMNIFICATION AND INSURANCE COVERAGE.

14.1. INDEMNITY OBLIGATIONS OF THE AGENT. Subject to the limitations set
forth in Section 13.3 and except where the Agent is entitled to indemnification
under Section 14.2 hereof and with respect to "as of" transactions as set forth
in Section 13.4, the Agent shall indemnify and hold the Funds, together with
their respective directors, officers, employees, representatives, partners and
agents, harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability, without limitation including
costs and counsel fees incurred in enforcing this indemnification (each, a
"Loss" and collectively "Losses") arising out of or attributable to (a) the
Agent's refusal or failure to comply with the terms of this Agreement, (b) the
Agent's negligence, recklessness or willful misconduct, (c) the breach of any
representation or warranty of the Agent hereunder or (d) subject to the
provisions of Section 11(g) of this Agreement, any third party claim brought
against the Funds that any of the Services or any software or other Intellectual
Property used by the Agent at its facilities to provide the Services, the Agent
Facilities or the Agent's or Funds' use thereof, infringes or otherwise

violates the Intellectual Property rights of any other Person. In the event of
any conflict between the terms of this Section 14.1 and those of Sections 18 and
19 of this Agreement, those of Sections 18 and 19, as they concern the FAN Web
Services and the FAN Mail Services, shall control.

Notwithstanding anything in the foregoing to the contrary, the Agent shall have
no liability or obligation to indemnify under Section 14.1(d) for any claim
which is based on (i) a modification of the Services or the Agent Facilities at
the request of the Funds, (ii) use of the Services or the Agent Facilities by
the Funds other than in accordance with this Agreement and the specific written
instructions relating thereto furnished or made available by the Agent to the
Funds consistent with the terms of this Agreement, or (iii) use of the Services
or the Agent Facilities by the Funds in combination with other services,
systems, software or hardware not provided or recommended by the Agent if
infringement could have been avoided by not using the Services or the Agent
Facilities in combination with such other services, systems, software or
hardware. In the event any Service (or one or more functions thereof) is not
useable by the Funds as a result of an infringement claim, then the Agent shall
be entitled to discharge its indemnification obligations by application of the
remedies set forth in Section 11(g).

14.2. INDEMNITY OBLIGATIONS OF THE FUNDS. The Funds shall indemnify and
hold the Agent, together with its directors, officers, employees,
representatives, partners and agents, harmless from and against, any and all
Losses which may be asserted against the Agent or for which the Agent may be
held to be liable, arising out of or attributable to:

(a) All actions of the Agent required to be taken by the Agent
pursuant to this Agreement, provided that the Agent has acted in good faith and
with due diligence and reasonable care;

(b) The Funds' refusal or failure to comply with the terms of
this Agreement, the Funds' negligence or willful misconduct, or the breach of
any representation or warranty of the Funds hereunder, or any time lapse between
the issuance of notification of any stop order to the Funds and the Funds'
notification thereof to the Agent as set forth in Section 9.1;

(c) Actions, or omissions to act, by a Fund or agents
designated by the Fund with respect to duties assumed by the Fund pursuant to
Section 7;

(d) The good faith reliance by the Agent on, or the carrying
out of (i) Instructions, or (ii) any Data or Records included in Communications
(including without limitation Inbound Communications) received from, or which
have been prepared and/or maintained by an Authorized Person of the Fund;
provided, in any such event, the Agent has complied with the related Security
Procedures in all respects with regard to such Instructions, Orders, Data,
Records or Communications;

(e) Defaults by Intermediaries or Shareholders with respect to
payments for Orders previously entered in the Agent's Facilities;

(f) The Agent's performance of Exception Services except where
the Agent acted or omitted to act in bad faith, with reckless disregard of its
obligations or with gross negligence;

(g) The Funds' errors and mistakes in the use of the Agent
Facilities and related equipment used to access the Agent Facilities, and
control procedures relating thereto in the verification of output and in the
remote input of Data; and

(h) Errors, inaccuracies, and omissions in, or errors,
inaccuracies or omissions of the Agent arising out of or resulting from such
errors, inaccuracies and omissions in, the Funds' records, shareholder and other
records, delivered to DST hereunder by the Funds or its prior agent(s).

14.3. INDEMNIFICATION PROCEDURE. In any case where a party entitled to
indemnification hereunder (an "Indemnified Party") shall seek indemnification
under this Agreement for a third party claim, suit or proceeding ("Third Party
Claim"), such indemnification shall be conditioned on such Indemnified Party's
compliance with the following procedures:

14.3.1. Promptly after receipt by an Indemnified Party of notice
of the commencement of a Third Party Claim for which the Indemnified Party may
seek indemnification under this Agreement, the Indemnified Party shall notify
the party obligated hereunder to provide indemnification (the "Indemnifying
Party") in writing of the commencement of the action specifying the amount and
nature of the Third Party Claim ("Claim Notice"). Provided that such Claim
Notice is given (unless the failure to provide such Claim Notice does not
prejudice the interests of the Indemnifying Party), and the Indemnifying Party
has not contested in writing the Indemnified Party's right to indemnification as
set forth below, the Indemnifying Party, at its own expense and using counsel of
its own choosing, shall promptly defend, contest and otherwise protect against
the Third Party Claim. If within a reasonable time period following the receipt
of a Claim Notice, the Indemnifying Party contests in writing the Indemnified
Party's right to indemnification with respect to the Third Party Claim described
in the Claim Notice, the Indemnified Party shall defend against and contest such
Third Party Claim.

14.3.2. If the Indemnifying Party is defending against the Third
Party Claim, the Indemnified Party may, but will not be obligated to,
participate in the defense of any such Third Party Claim, at its own expense and
using counsel of its own choosing, but the Indemnifying Party shall be entitled
to control the defense thereof unless the Indemnified Party has relieved the
Indemnifying Party from liability with respect to the particular matter. The
Indemnified Party shall cooperate and provide such assistance as the
Indemnifying Party reasonably may request in connection with the Indemnifying
Party's defense and shall be entitled to recover from the Indemnifying Party the
reasonable costs of providing such assistance. The Indemnifying Party shall
inform the Indemnified Party on a regular basis of the status of such claim,
suit or proceeding and the Indemnifying Party's defense thereof.

14.3.3. In any Third Party Claim the defense of which is
controlled by the Indemnifying Party, the Indemnifying Party shall not, without
the Indemnified Party's prior written consent, compromise or settle such claim,
suit or proceeding if:

(a) such compromise or settlement would impose an
injunction or other equitable relief upon the Indemnified Party; or

(b) such compromise or settlement does not include
the third party's release of the Indemnified Party from all liability relating
to such claim, suit or proceeding for which the Indemnified Party is entitled to
be indemnified.

14.3.4. If the Indemnifying Party fails to timely defend, contest
or otherwise protect against any such claim, suit or proceeding, and fails to
contest in writing the Indemnified Party's right to indemnification, the
Indemnified Party may, but will not be obligated to, defend, contest or
otherwise protect against the same, and make, with the written consent of the
Indemnifying Party, which consent shall not be unreasonably withheld, any
compromise or settlement thereof and recover the entire costs thereof from the
Indemnifying Party, including reasonable fees and disbursements of counsel and
all amounts paid as a result of such claim, suit or proceeding and the
compromise or settlement thereof.

14.3.5. Except as set forth in Section 14.3.4 above, the
Indemnified Party will not, without the prior written consent of the
Indemnifying Party, settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened Third Party Claim in respect of which
indemnification or contribution may be sought under this Agreement. In such
case, failure of an Indemnified Party to adhere to this Section 14.3.5 shall
constitute a waiver by that Indemnified Party of its rights to indemnification
with respect to the Third Party Claim.

14.3.6. The obligation to indemnify a party's directors, officers,
employees, representatives, partners and agents in accordance with Section 14.1
and 14.2, as applicable, may be enforced exclusively by that party, and nothing
herein shall be construed to grant such officers, directors, employees,
representatives, partners and agents any individual rights, remedies,
obligations or liabilities with respect to the parties to this Agreement. The
parties to this Agreement may amend or modify this Agreement in any respect
without the consent of such officers, directors, employees, representatives,
partners and agents.

14.4. INSURANCE COVERAGE.

14.4.1. MAINTENANCE OF INSURANCE. During the Term and for a period
of three (3) years immediately following thereafter, each of the parties shall
maintain in full force and effect the insurance coverage set forth in the
Service Specifications (the "Insurance Policies"). The party obtaining such
insurance coverage shall pay all premiums that become due and payable under the
Insurance Policies in a timely manner and shall notify the other party in the
event such party receives any notice or other communication from the issuer of
any of the Insurance Policies that the coverage provided thereby may be subject
to termination, suspension or expiration. Each party shall be entitled to
substitute different carriers for the Insurance Policies at its convenience,
provided such substitution is reviewed with the other party in advance and the
proposed substitution shall not cause any reduction, alteration or other change
in the scope or amount of coverage provided.

15. CONFIDENTIALITY.

15.1. CONFIDENTIAL INFORMATION. For the purposes of this Agreement,
"Confidential Information" shall mean and include any and all proprietary and
confidential information obtained, provided, produced or disclosed by or on
behalf of the one party (the "Disclosing

Party") to the other party (the "Receiving Party") in written, electronic, oral
or other form, whether tangible or intangible including, without limitation, the
terms of this Agreement.

15.1.1. ADDITIONAL PROVISIONS RELATING TO THE FUNDS. In the case
of the Funds as the Disclosing Party, "Confidential Information" includes,
without limitation, all Data (including, without limitation, Personal
Information), and Records, and any and all information related to the
operations, activities, Resources or trade secrets of any Person within the Fund
Group or their business affairs provided by the Funds to the Agent, but not
including the format in which any Record is maintained on any Agent System.

15.1.2. ADDITIONAL PROVISIONS RELATING TO THE AGENT. In the case
of the Agent as the Disclosing Party, "Confidential Information" includes,
without limitation, all of the Agent's financial statements and other financial
records provided to the Funds by the Agent, all accountant's reports relating to
the Agent, and all manuals, systems and other technical information and data
(other than Data, Records or Confidential Information of the Funds) relating to
the Agent's operations, the Agent Facilities and the Resources of the Agent and
other programs provided by the Agent to the Funds (including, without
limitation, all Code, the Agent's Intellectual Property, the Operating
Procedures and all Documentation).

15.2. EXCEPTIONS TO CONFIDENTIAL INFORMATION. "Confidential Information"
shall not include any information that the Receiving Party is able to
demonstrate is: (a) publicly available or later becomes publicly available other
than through a breach of this Agreement; (b) known to the Receiving Party or its
employees, agents or representatives prior to disclosure by the other party; (c)
subsequently lawfully obtained by the Receiving Party or its employees, agents
or representatives from a third party that is not under any obligations of
confidentiality; (d) independently developed by the Receiving Party or its
employees, agents or representatives, without use of the Confidential
Information of the Disclosing Party as evidenced by contemporaneous
documentation in the Receiving Party's possession; or (e) legally required to be
disclosed by the Receiving Party. As to any disclosures which are legally
required, the Receiving Party shall provide the Disclosing Party, its third
party contractors and any other affected parties with reasonable notice prior to
such disclosure, to the extent permissible under the order requiring disclosure,
and cooperate with the Receiving Party to establish suitable arrangements to
minimize the extent and scope of any required disclosure. In the event a party
seeks to assert one or more of the foregoing exceptions (a)-(e), such party
shall bear the burden of proof of the applicability thereof.

15.3. OBLIGATION OF CONFIDENTIALITY. During the Term and indefinitely
thereafter, the Receiving Party shall undertake all necessary and appropriate
steps to ensure that the confidentiality of the Disclosing Party's Confidential
Information is maintained and that such Confidential Information is protected
from unauthorized disclosure, including the continued use of appropriate
Security Procedures otherwise required by this Agreement. The Receiving Party
shall not disclose any Confidential Information of the Disclosing Party, and the
Receiving Party shall exercise at least the same degree of care, but no less
than a reasonable degree of care, with respect to maintaining the
confidentiality of the Disclosing Party's Confidential Information that it
exercises to maintain the confidentiality of its own confidential and
proprietary information of like importance. The Receiving Party shall use the
Disclosing Party's Confidential Information

only and exclusively in connection with its performance under this Agreement and
shall not otherwise use any such Confidential Information.

15.4. EQUITABLE RELIEF. The parties acknowledge that any unauthorized use
or disclosure of Confidential Information by the Receiving Party may cause the
Disclosing Party irreparable damage that cannot be remedied in monetary damages
in an action at law. Notwithstanding Section 21.15 (Dispute Resolution), in the
event of any such unauthorized use or disclosure, the Disclosing Party shall be
entitled, without the requirement to post bond, to an immediate injunction, in
addition to any other legal or equitable remedies.

15.5. PRIVACY CONSIDERATIONS.

15.5.1. (a) In the course of performing Web Services at the
Agent Sites, the Agent shall use all Data, including Personal Information, only
in accordance with Section 8 (Rights in and Use of Data and Records) and Section
15 (Confidentiality), and shall not use or disclose any Data or Personal
Information except to perform the Web Services or as otherwise permitted by this
Agreement or required by Applicable Law. In the event the Agent receives any
complaint, claim or notice of any investigation relating to the manner in which
Personal Information has been collected, stored or processed by the Agent in
performing the Services, the Agent shall promptly so notify the Funds and shall
cooperate with the Funds in responding to and resolving such claims or
proceedings. (b) The Funds and the Agent are mutually committed to
developing, operating and performing the Services in compliance with, and the
Agent shall develop, operate and perform the Services in compliance with, any
Applicable Law relating to protecting the privacy of Personal Information that
may be included in any Data or Records including, without limitation, Regulation
S-P promulgated by the Securities and Exchange Commission, as such law applies
to the Agent's performance of the Services.

15.5.2. The parties agree to discuss the implementation of
Modifications necessary to adapt the Services and the Agent Facilities to comply
with any future Applicable Law relating to protecting the privacy of Personal
Information that is collected or processed by them.

15.5.3. In furtherance of the commitments set forth in Section
15.5.1, the Agent shall maintain Security Procedures for access to the Resources
as specified in the Service Specifications.

15.5.4. The obligations of the parties under Section 15.5 shall
survive any expiration or termination of this Agreement and shall continue for
the period of time required by Applicable Law (but in no event less than ten
(10) years.

15.5.5. The Agent may impose additional Fees or charges with respect
to any additional obligations required of Agent under this Section 15 to the
extent permitted under Section 10.5.

16. TERM AND TERMINATION.

16.1. TERM. This Agreement shall be in effect for an initial period (the
"Term") commencing on the Effective Date and ending on December 31, 2004, and
thereafter, except as the parties may otherwise agree in writing in any new fee
agreement, may be terminated by either party as of March 30th of any subsequent
year upon receipt of one (1) year's written notice from the other party.

16.2. TERMINATION FOR CAUSE. The Funds and the Agent, in addition to any
other rights and remedies, shall have the right to terminate this Agreement upon
any material failure by the other party to perform its covenants, obligations or
duties in accordance with this Agreement, including the failure of the
warranties of any party to remain true and correct in all material respects, and
which failure continues for ninety (90) days after receipt of written notice
from the party not in breach, which notice shall specify in reasonable detail
the existence of such material breach. For any event under this Section 16.2 for
which the Funds may terminate this Agreement, the termination shall be effective
thirty (30) days after the expiration of the 90-day period, upon notice by the
Funds, provided, however, that the effective date of any termination under this
Section 16.1 shall not occur during the period from December 15 through March 30
of any year to avoid adversely impacting year end.

16.3. ADDITIONAL TERMINATION RIGHTS. In addition to any right to terminate
this Agreement under the provisions of this Section 16, either party shall have
the further right to terminate this Agreement, upon delivery of written notice
to the Agent, upon the occurrence of any of the following:

(a) the other party (including, with respect to the Funds,
Lord, Xxxxxx & Co. LLC) ceases to do business in the ordinary course, becomes or
is declared insolvent or bankrupt, is the subject of any proceedings relating to
its liquidation, insolvency or for the appointment of a receiver or similar
officer for it (whether voluntary or involuntary), makes an assignment for the
benefit of all or substantially all of its creditors, or enters into an
agreement for the composition, extension or readjustment of all or substantially
all of its obligations;

(b) the other party (including, with respect to the Funds,
Lord, Xxxxxx & Co., LLC, not including, in the case of Lord, Xxxxxx & Co. LLC
any reconstitution of the company as a result of the addition or departure of
one or more of the members or change in the ownership portions of given members
where, in each case, the identity of a substantial majority of the members
remains the same) experiences any transfer of ownership of a controlling
interest in such party by or to any Person, other than a Person who was an
Affiliate of that party immediately before any such transfer. For purposes of
this Section 16.3(b), a controlling interest shall be deemed to be more than
fifty percent of the equity interest in a Person; or

(c) the other party (including, with respect to the Funds,
Lord, Xxxxxx & Co. LLC) is the subject of any administrative or court order
issued with regard to the material violation, or alleged material violation of,
the 1933 Act, the 1934 Act, the 1940 Act or other Applicable Law relating to its
business.

16.4. ADDITIONAL TERMINATION EVENT. In addition to the remaining
provisions of this Section 16, upon any liquidation or other dissolution of any
Fund, series of a Fund or Lord, Xxxxxx & Co. LLC (not including, in the case of
Lord, Xxxxxx & Co. LLC any reconstitution of the company as a result of the
addition or departure of one or more of the members or change in the ownership
portions of given members where, in each case, the identity and aggregate
ownership interests of a substantial majority of the members remains the same)
or upon any Fund ceasing to be a registered investment company under the 1940
Act or Lord, Xxxxxx & Co. LLC ceasing to be a registered investment adviser
under the 1940 Act, this Agreement shall in the sole discretion of DST
immediately expire with respect to such Fund or series of a Fund, or all Funds
and series if Lord, Xxxxxx & Co. LLC is involved, upon delivery of written
notice to the Fund or Funds.

16.5. OBLIGATIONS OF THE AGENT UPON TERMINATION.

16.5.1. In the event of the expiration, or any termination of this
Agreement as to any or all Funds:

(a) Subject to Section 16.5.1(c), the Agent shall
reasonably promptly following the Agent's receipt of Instructions and receipt of
payment of all outstanding amounts not being disputed in good faith by the Funds
due to the Agent from the Funds under this Agreement, transfer all Data and
Records to the successor transfer agent(s) designated by the Funds or otherwise
as directed by the Funds and, if the Funds so elect, the Agent shall not retain
a copy of any Data and Records in its possession (except as required by
Applicable Law); and

(b) The Agent shall provide (subject to the recompense
of the Agent for such assistance at the Agent's standard rates and fees then in
effect) all reasonably necessary and prudent assistance to the Funds and the
successor transfer agent(s) designated by the Funds to ensure an orderly
deconversion and transition of Services from the Agent to the successor transfer
agent(s).

(c) In the event that, prior to any such termination or
expiration and the transfer of the Funds' Data and Records from TA2000, there
are any disputed outstanding amounts due to the Agent from the Funds under this
Agreement, the Funds shall promptly deposit an amount equal to two (2) months
average Fees under this Agreement into an escrow account with an escrow agent
pursuant to the terms and conditions of the escrow agreement attached hereto as
Exhibit D, pending resolution of such disputed amounts pursuant to binding
arbitration as set forth in Section 20.15 of this Agreement.

For purposes of this Section 16.5, the term "assistance" shall not include (i)
assisting the successor transfer agent to modify, alter, enhance, or improve the
system of the successor transfer agent, (ii) making modifications or changes to
the Agent's then current system or (iii) requiring the Agent to disclose any
Confidential Information of the Agent (other than with respect to the format in
which any Record is maintained on any Agent System solely to the extent
necessary to effect the deconversion and transition of Services from the Agent
to the successor transfer agent as provided for under this Section 16.5 and
subject to such successor executing a confidentiality and non-disclosure
agreement substantially in the form of Exhibit E).

16.5.2. Notwithstanding the foregoing, in the event the Funds
terminate this Agreement due to the breach of the Agent as provided in Section
16.2, the Agent hereby waives, and the Funds shall not be liable for, any
Expenses or other amounts which the Agent may otherwise charge or assess in
connection with the deconversion and transfer of the operations of the Funds to
any successor transfer agent(s).

16.6. SURVIVAL. The following provisions of this Agreement shall survive
any termination or expiration of this Agreement: Sections 15.5, 10.4.3, 11, 12,
13, 14, 15, 16.5 and 17, inclusive.

17. NON-SOLICITATION. Unless otherwise agreed to by the parties, during the
performance of the Services and for a period of one (1) year after the
expiration or termination of this Agreement, neither the Agent nor the Funds
shall hire or attempt to hire any individual Person who (a) has been directly
involved in the development or performance of the Services, and (b) is then, or
who had been at any time during the year prior to the hiring or attempted
hiring, an employee of the other party; provided, however, that the preceding
restrictions shall not be binding with respect to (y) any such Person who
initiates discussions regarding their employment or (z) any general public
advertising conducted by either party regarding employment opportunities other
than an advertisement in the local media in the area in which the principal
office of the other party is located.

18. FAN WEB SERVICES.

18.1. DEFINITIONS. The following definitions shall apply to this Section
18. Additional terms may be defined in this Agreement, the Addendum, and the
Service Specifications which describe the Financial Access Network(TM) Services
to be provided by the Agent for the Funds.

(a) "DST FAN Web Site" shall mean the collection of electronic
documents or pages residing on Agent's computer system, linked to the Internet
and accessible by hypertext link through the World Wide Web, where the
Transaction data fields and related screens provided by the Agent may be viewed
by Users who access such site.

(b) "FAN(R)" shall mean the DST Financial Access Network, an
Agent computer and software system which provides an interface between the
Internet and public data network service providers and the transfer agency
systems of Funds for the purposes of communicating Fund data and information and
Transaction requests.

(c) "FAN Options" shall mean the series of edits and
instructions provided by the Funds to the Agent in writing and which reside on
an Agent computer, through which the Funds specifies instructions for
Transactions which may be requested through the use of various FAN Services,
e.g., minimum and maximum purchase, redemption and exchange amounts.

(d) "FAN Security Procedures" shall mean the procedures,
including the use of encryption technology, implemented for purposes of
protecting the integrity, confidentiality or secrecy of, and the unauthorized
interception, corruption, use of, or access to, any data or information
transmitted via FAN Services.

(e) "FAN Services" shall mean the services provided by the
Agent utilizing FAN(R), the DST FAN Web Site, the Internet, and other systems
provided by the Agent and telecommunications carriers, whereby Transactions may
be requested in each Fund by Users accessing the Agent FAN Web Site via the
Internet.

(f) "Transactions" shall mean account inquiries, purchases,
redemptions, exchanges and other transactions offered through FAN Services.

(g) "User(s)" shall mean record owners or authorized agents of
record owners of shares of a Fund, including brokers, investment advisors and
other financial intermediaries, who use the FAN Services.

18.2. USE OF FAN SERVICES BY THE FUNDS.

(a) SELECTION OF FAN SERVICES. The Agent will perform, and the
Funds have selected, the FAN Services described in the Service Specifications on
the Schedules thereon whose numbers begin with the number "**18" and which are
attached to this Agreement. New Services Schedules describing additional FAN
Services may be added to this Agreement from time to time by mutual written
agreement of the Agent and the Funds, and such additional FAN Services shall be
subject to the terms of this Agreement.

(b) AGENT RESPONSIBILITIES. During the Term and subject to the
provisions of this Agreement, the Agent shall, at its expense (unless otherwise
provided for herein) perform the FAN Services as described in each FAN Service
Schedule to the Service Specifications, including provision of all computers,
telecommunications connectivity and equipment reasonably necessary at its
facilities to operate FAN and the DST FAN Web Site.

(c) FUNDS RESPONSIBILITIES. During the Term and subject to the
provisions of this Agreement, each Fund shall at its expense (unless otherwise
provided for herein) fulfill its obligations, if any, set forth in each FAN
Service Schedule to the Service Specifications.

(d) CHANGE IN DESIGNATED FUNDS. Upon thirty (30) days prior
notice to the Agent, the Funds may change the Funds designated to participate in
FAN Services by delivering to the Agent, in writing, a revised list of
participating Funds.

(e) SCOPE OF THE AGENT OBLIGATIONS UNDER THIS SECTION 18 WITH
RESPECT TO THE PERFORMANCE OF FAN SERVICES. Notwithstanding anything in this
Agreement to the contrary, except as otherwise provided in this Section 18, in
the event of conflict or inconsistency between any terms and conditions set
forth in this Agreement exclusive of this Section 18 and those in this Section
18, those in this Section 18 shall control and apply. The Agent shall at all
times use reasonable commercial efforts in performing FAN Services under this
Agreement. In the absence of breach of its duties under this Agreement, the
Agent shall not be liable for any loss or damage suffered in connection with the
use of FAN Services. With respect to those actions or services delineated in FAN
Options and all other instructions given to the Agent by the Funds, the Agent
shall be presumed to have fulfilled its obligations if it has acted in
accordance with the FAN Options and other instructions provided by the Funds.
With respect to any claims for losses, damages, costs or expenses which may
arise directly or indirectly from FAN Security

Procedures which the Agent has implemented or omitted, the Agent shall be
presumed to have fulfilled its obligations if it has followed, in all material
respects, at least those FAN Security Procedures described in the FAN Security
Procedures attachment to each Service Schedule in the Service Specifications
describing the applicable FAN Service. The Agent may, upon reasonable prior
written notice to the Funds, modify such FAN Security Procedures from time to
time to the extent the Agent believes, in good faith, that such modifications
will not diminish the security of FAN.

(f) FURTHER LIMITATIONS. All data and information
transmissions via FAN Services are for informational purposes only, and are not
intended to satisfy regulatory requirements or comply with any laws, rules,
requirements or standards of any federal, state or local governmental authority,
agency or industry regulatory body, including the securities industry. The Funds
acknowledge and agree that their Users are responsible for verifying the
accuracy and receipt of all data or information transmitted via FAN Services.
Each Fund is responsible for advising its Users of their responsibility for
promptly notifying the Transfer Agent of any errors or inaccuracies relating to
shareholder data or information transmitted via FAN Services. The Agent agrees
to disclose, upon the Funds' request, the language contained in this subsection
(f) on the DST FAN Web Site so that any User that accesses the DST FAN Web Site
will be adequately apprised of the terms of this subsection (f) as it affects
such User's use of FAN Services.

18.3. ADDITIONAL PROVISIONS CONCERNING PROPRIETARY RIGHTS OF THE AGENT
WITH RESPECT TO FAN SERVICES. The Funds acknowledge and agree that they obtain
no rights in or to any of the software, hardware, processes, interface formats
or protocols, trade secrets, proprietary information or distribution and
communication networks used by the Agent to provide FAN Services, other than the
right to use the FAN Services as provided for in this Agreement, including the
Service Specifications. If the Agent provides software to the Funds pursuant to
this Section for the provision of FAN Services, it shall be used by the Funds
only during the Term of this Agreement and only in accordance with the
provisions of this Agreement to provide connectivity to and through the Agent,
and shall not be used by the Funds to provide connectivity to or through any
other system or Person. Any software, interfaces and interface formats and
protocols developed by the Agent shall not be used by the Funds for any purposes
other than utilizing FAN Services or to connect the Funds to any other transfer
agency system or any other Person without the Agent's prior written approval.
The Funds shall not copy, decompile or reverse engineer any software provided to
the Funds by the Agent. The Funds also agree not to take any action which would
mask, delete or otherwise alter any of Agent's on-screen disclaimers and
copyright, trademark and service xxxx notifications provided by the Agent from
time to time, or any "point and click" features relating to User acknowledgment
and acceptance of such disclaimers and notifications.

18.4. NO OTHER WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS
SECTION 18, THE FAN SERVICES AND ALL SOFTWARE AND SYSTEMS DESCRIBED IN THIS
SECTION AND THE SERVICE SPECIFICATIONS RELATING TO THIS SECTION ARE PROVIDED
"AS-IS," ON AN "AS AVAILABLE" BASIS, AND THE AGENT HEREBY SPECIFICALLY DISCLAIMS
ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING FAN
SERVICES PROVIDED BY THE AGENT UNDER THIS SECTION 18, INCLUDING ANY IMPLIED
WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

18.5. LIMITATION OF LIABILITY. WITHOUT LIMITING ANY OF THE FOREGOING TERMS
OF THIS SECTION 18, IN NO EVENT SHALL THE AGENT BE LIABLE UNDER THIS AGREEMENT
IN CONNECTION WITH THE AGENT'S PROVISION OF FAN SERVICES IN TORT OR OTHERWISE
FOR AN AMOUNT EXCEEDING THE AGGREGATE FEES, NOT INCLUDING REIMBURSEMENT OF
EXPENSES, ACTUALLY RECEIVED BY THE AGENT IN CONNECTION WITH THE AGENT'S
PROVISION OF FAN SERVICES (FEES PAID UNDER THOSE PORTIONS OF THE SCHEDULE OF
FEES REGARDING FEES FOR THE FINANCIAL ACCESS NETWORK, INCLUDING WEB SERVICES,
VISION MUTUAL FUND GATEWAY, TRAC-2000 INTERNET SERVICES, AND TRAC-2000
BROKER/DEALER & PLAN SPONSOR INTERNET ACCESS SERVICES DURING THE TWELVE (12)
CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT, ACTION OR OMISSION GIVING RISE
TO THE LOSS, INJURY OR DAMAGES COMPLAINED OF.

19. FAN MAIL SERVICES.

19.1. DEFINITIONS. The following definitions shall apply to this Section
19. Additional terms may be defined in this Agreement, the Addendum, and the
Service Specifications which describe the FAN Mail Services to be provided by
the Agent for the Funds.

(a) "FAN Mail(R)" shall mean the Agent-designed, developed and
instituted system known as "Financial Adviser Network Mail(TM)" or "FAN Mail,"
which enables the Agent to make data from the Agent's Transfer Agent Facilities
available through the Internet to authorized financial intermediaries.

(b) "FAN Mail Security Procedures" shall mean the procedures,
which may include the use of encryption technology, implemented for purposes of
protecting the integrity, confidentiality or secrecy of, and the unauthorized
interception, corruption, use of, or access to, any data or information
transmitted via FAN Mail Services.

(c) "FAN Mail Services" shall mean the services provided by
the Agent utilizing FAN Mail, the Internet, and other software, equipment and
systems provided by the Agent, telecommunications carriers, firewall providers
and other third parties, as described in the Service Schedules which are
attached to this Agreement from time to time.

(d) "Recipient(s)" shall mean the Persons described herein to
whom data is made available utilizing FAN Mail Services, including specified
authorized agents of record owners of shares of a mutual fund or of annuity or
variable annuity contracts, including registered financial advisers, financial
planners and other financial intermediaries.

19.2. USE OF FAN MAIL SERVICES BY THE FUNDS.

(a) Notwithstanding anything in the other portions of this
Agreement to the contrary, except as otherwise provided in this Section 19, in
the event of conflict or inconsistency

between any terms and conditions set forth in the Agreement exclusive of this
Section 19 and those in this Section 19, those in this Section 19 shall control
and apply.

(b) SELECTION OF FAN MAIL SERVICES. The Agent will perform,
and the Funds have selected, the FAN Mail Services described in the Service
Specifications on the Schedules thereon whose numbers begin with "*19" and which
are attached to this Agreement. New Schedules describing additional FAN Mail
Services may be added to this Agreement from time to time by mutual written
agreement of the Agent and the Funds, and such additional FAN Mail Services
shall be subject to the terms of this Agreement.

(c) AGENT RESPONSIBILITIES. During the Term and subject to the
provisions of this Agreement, the Agent shall, at its expense (unless otherwise
provided for herein or in a Service Schedule) provide all computers,
telecommunications equipment and other equipment and software necessary to
provide the FAN Mail Services.

(d) DELIVERY METHODS. The delivery method for FAN Mail
Services shall be specified in the Service Specifications. The Agent may at any
time change the method of delivery or develop an internal delivery system, upon
reasonable prior written notice to the Funds.

(e) FUNDS' RESPONSIBILITIES. The Funds shall at their expense
(unless otherwise provided for herein) fulfill the Funds' obligations, if any,
set forth in the Service Specifications with respect to the FAN Mail Services.

(f) SCOPE OF THE AGENT OBLIGATIONS. The Agent shall at all
times use reasonable care in performing FAN Mail Services under this Agreement.
In the absence of willful misconduct, knowing violations of Applicable Law,
reckless disregard of its duties under this Agreement, or negligence on its part
in the performance of FAN Mail Services, the Agent shall not be liable for any
action taken, suffered, or omitted by it or for any error made by it in the
performance of the FAN Mail Services under this Agreement. With respect to all
instructions given to the Agent by the Funds, the Agent shall be presumed to
have exercised reasonable care if it has acted in accordance with the
instructions provided by the Funds. With respect to any claims for Losses which
may arise directly or indirectly from FAN Mail Security Procedures which the
Agent has implemented or omitted, the Agent shall be presumed to have used
reasonable care if it has followed, in all material respects, at least those FAN
Mail Security Procedures described in the FAN Mail Security Procedures
attachment to each Service Schedule to this Agreement. The Agent may, with the
reasonable prior written notice to the Funds, modify such FAN Mail Security
Procedures from time to time to the extent the Agent believes, in good faith,
that such modifications will enhance the security of FAN Mail Services.

(g) FURTHER LIMITATIONS. All data and information
transmissions via FAN Mail Services are for informational purposes only, and are
not intended to satisfy regulatory requirements or comply with any laws, rules,
requirements or standards of any federal, state or local governmental authority,
agency or industry regulatory body, including the securities industry. The Funds
acknowledge and agree that the Recipients are responsible for verifying the
accuracy and receipt of all data or information transmitted via FAN Mail
Services. The Funds are responsible for advising the Recipients of their
responsibility for promptly notifying the

Agent or other appropriate transfer agent of any errors or inaccuracies relating
to shareholder or contractholder data or other information transmitted via FAN
Mail Services. The Agent agrees to disclose, upon the Funds' requests, the
language contained in this subsection (g) on the DST FAN Mail Site so that any
User that accesses the DST FAN Web Site will be adequately apprised of the terms
of this subsection (g) as it affects such User's use of FAN Mail Services.

19.3. ADDITIONAL PROVISIONS REGARDING AGENT'S PROPRIETARY RIGHTS. The
Funds acknowledge and agree that they obtain no rights in or to any of the
software, screen and file formats, hardware, processes, trade secrets,
proprietary information or distribution and communication networks of the Agent,
other than the right to use the FAN Mail Services as provided for in this
Agreement, including the Service Specifications. Any software provided to the
Funds pursuant to this Agreement for use in connection with the provision of
services under this Section 19 shall be used by the Funds only while this
Section 19 is in effect and only in accordance with the provisions of this
Agreement to provide connectivity to and through the Agent, and shall not be
used by the Funds to provide connectivity to or through any other system or
Person interfaces and software developed by the Agent shall not be used to
connect the Funds to any transfer agency system or any other Person without the
Agent's prior written approval. The Funds shall not copy, decompile or reverse
engineer any software provided to the Funds by the Agent. The Funds also agree
not to take any action which would mask, delete or otherwise alter any Agent
on-screen disclaimers and copyright, trademark and service xxxx notifications
provided by the Agent from time to time, or any "point and click" features
relating to Recipient acknowledgment and acceptance of such disclaimers and
notifications.

19.4. NO OTHER WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS
SECTION 19, THE FAN MAIL SERVICES AND ALL SOFTWARE AND SYSTEMS DESCRIBED IN THIS
SECTION 19 ARE PROVIDED "AS-IS," ON AN "AS AVAILABLE" BASIS, AND THE AGENT
HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, REGARDING THE FAN MAIL SERVICES PROVIDED BY THE AGENT UNDER THIS
SECTION 19, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE.

19.5. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE AGENT BE LIABLE UNDER
THIS AGREEMENT IN TORT OR OTHERWISE FOR AN AMOUNT EXCEEDING THE AGGREGATE SUM OF
TWELVE (12) MONTHS FEES, NOT INCLUDING REIMBURSEMENT OF EXPENSES, ACTUALLY
RECEIVED BY THE AGENT IN PAYMENT FOR FAN MAIL SERVICES RENDERED UNDER THIS
SECTION 19 (THE FEES ACTUALLY PAID UNDER THAT PORTION OF THE SCHEDULE OF FEES
REGARDING THE FAN MAIL SERVICES IMMEDIATELY PRECEDING THE EVENT, ACTION OR
OMISSION GIVING RISE TO THE LOSS, INJURY OR DAMAGES INCURRED BY THE FUNDS OR ANY
RECIPIENT.

19.6. INDEMNITY. The Funds hereby indemnify and hold the Agent harmless
from, and shall defend it against any and all claims, demands, costs, expenses
and other liabilities, including reasonable attorneys' fees, arising in
connection with the use of, or inability to use, the FAN Mail Services by any
Recipient, except to the extent such liabilities result directly from the
negligence or intentional misconduct of the Agent in the performance of FAN Mail
Services.

20. MISCELLANEOUS.

20.1. ENTIRE AGREEMENT. This Agreement, together with the attached
Exhibits, constitutes the entire agreement among the parties hereto and
supersedes any prior agreement, draft or agreement or proposal with respect to
the subject matter of this Agreement, whether oral or written, by and among the
parties hereto. Upon the execution of this Agreement by the Agent and the Funds,
the executed Fee Proposal of March 2001 described in the Recitals shall be
deemed to be superseded by this Agreement as of the Execution Date. The Service
Specifications, the Operating Procedures, Service Level Standards and all
Service Orders are hereby incorporated by reference into, and shall be
considered a part of, this Agreement.

20.2. SEVERABILITY. If any section, term or provision of this Agreement,
or the application thereof, is determined by any court of competent jurisdiction
to be illegal, in conflict with any law or otherwise invalid, the remaining
portions of this Agreement shall be considered severable and shall not be
affected, and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular section, term or
provision held to be illegal or invalid.

20.3. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall be a single instrument.

20.4. BINDING EFFECT. All of the terms and provisions of this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted assigns.

20.5. ASSIGNMENT. This Agreement may not be assigned by any of the Funds
or the Agent without the prior written consent of the others.

20.6. GOVERNING LAW. This Agreement shall be construed according to, and
the rights and liabilities of the parties hereto shall be governed by, the laws
of the State of New York, excluding that body of law applicable to choice of
law.

20.7. INDEPENDENT CONTRACTORS. Neither the execution nor performance of
this Agreement shall be deemed to create a partnership or joint venture by and
between any of the Funds and the Agent. It is understood and agreed that all of
the Services performed under this Agreement by the Agent shall be as an
independent contractor and not as an employee of any Fund.

20.8. THIRD-PARTY BENEFICIARIES. This Agreement is between the Agent and
the Funds and neither this Agreement nor the performance of the Services under
it shall create any rights in any third parties.

20.9. FURTHER ASSURANCES. Each of the parties agrees that it shall, at any
time prior to, at or after the Effective Date, take or cause to be taken such
further actions, and execute, deliver and file or cause to be executed,
delivered and filed such documentation as may be reasonably necessary to fully
effectuate the purposes of the terms and conditions of this Agreement.

20.10. FORCE MAJEURE. The parties shall not be responsible or liable for
their failure or delay in performance of their obligations under this Agreement
arising out of or caused by circumstances beyond their reasonable control,
including, without limitation, earthquakes, floods, fires, tornadoes, or similar
acts of God, any interruption, loss or malfunction or any utility,
transportation, communication service, delay in mails, functions or malfunctions
of the Internet, changes in governmental or exchange action, statute, ordinance,
rulings, regulation or direction, war, strike, riot, emergency, civil
disturbance, terrorism, vandalism or explosions; provided, however, that in
order to be so excused from such failure or delay to perform, the party so
affected must (a) give notice of the cause of such failure or delay to the other
party as promptly as practicable, (b) act diligently to remedy the cause of such
failure or delay, and (c) execute all reasonable actions as may be appropriate
to continue performance under this Agreement. Notwithstanding the provisions of
this Section 20.10, the Agent shall not be excused for its failure or delay in
the performance of its obligations under this Agreement to the extent that the
cause of such failure or delay is an event that the contingencies implemented in
connection with the Business Contingency Plan (including, without limitation,
contingencies arranged with the Disaster Recovery Provider and the Crisis
Management Center) are intended to mitigate, unless the cause of such failure or
delay impairs the contingency contemplated by the Business Contingency Plan to
mitigate such cause. This section shall not apply to and shall not excuse
failures to perform to the extent such failures would not have occurred had the
Agent (1) provided reasonable maintenance of equipment and installed and
maintained an "Uninterrupted Power Supply" or "UPS" facility unless such UPS
facility fails, is insufficient or is damaged through no fault of the Agent or
(2) made and implemented Modifications as contemplated in this Agreement.

20.11. WAIVER. No waiver by a party of a breach or a default under this
Agreement, no failure or delay on the part of a party in enforcing any provision
hereof or in exercising any right, power, remedy or privilege hereunder, and no
course of dealing between the parties shall be construed as a waiver of any
subsequent breach or default (whether of a similar or different nature), operate
as a waiver or abandonment of any such right, power, remedy or privilege or
preclude the exercise thereof. The rights, powers, remedies and privileges in
this Agreement are cumulative and not exclusive of any other rights, powers,
remedies or privileges which a party would otherwise have at law or in equity or
otherwise.

20.12. HEADINGS. The captions in this Agreement are included for
convenience of reference only, and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.

20.13. NOTICE. For the purposes of this Agreement, all notices,
communications or Service Orders shall be deemed properly given if delivered to
the receiving party by electronic methods acceptable to the parties, which
methods shall be established in the Security Procedures. All Amendments and all
notices described in Section 16 (Term and Termination) shall be in writing and
shall be deemed effective: (a) when delivered personally, (b) when received by

electronic and facsimile delivery, (c) one (1) business day after deposit with a
commercial overnight carrier specifying next day delivery, with written
verification of receipt, or (d) three (3) business days after having been sent
by registered or certified mail, return receipt requested. All notices shall be
addressed as follows:

If to the Agent:

DST Systems, Inc.
0000 Xxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Group Vice President -- Full Service
Facsimile No.: 000-000-0000
Electronic Mail:

With a copy of non-operational notices to:

DST Systems, Inc.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Legal Department
Facsimile No.: 000-000-0000
Electronic Mail: xxxxxxxxxx@xxxxxxxxxx.xxx

If to the Funds:

Lord, Xxxxxx & Co. LLC
00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attn: Chief Operations Officer
Facsimile No.: 000-000-0000
Electronic Mail: xxxxxxxxx@xxxxxxxxxx.xxx

With a copy of non-operational notices to:

Lord, Xxxxxx & Co. LLC
00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attn: General Counsel
Facsimile No.: 000-000-0000
Electronic Mail: xxxxxxxx@xxxxxxxxxx.xxx

Each party may by written notice to the other specify a different address
for subsequent notice purposes.

20.14. AMENDMENT. This Agreement may be amended, supplemented or modified
only by an Amendment.

20.15. DISPUTE RESOLUTION. The parties shall negotiate in good faith to
resolve any dispute, controversy or claim (a "Dispute") between the parties
expeditiously and to the mutual benefit of the continuity of relationship. In
the event any such Dispute continues unresolved for fifteen (15) days after a
senior executive from each party have met with each other (either in person or
telephonically) in an attempt to resolve such Dispute, the parties shall
thereafter immediately submit the Dispute to mediation in accordance with the
then-current Commercial Mediation Rules of the Center for Public Resources
("CPR") Mediation Procedure and shall bear equally the costs of the mediation.
The parties will act in good faith to jointly appoint a mutually acceptable
mediator, seeking assistance in such regard from the CPR within fifteen (15)
days of the submission of the Dispute to Mediation. Unless otherwise agreed, the
parties will select a mediator from the CPR Panels of Distinguished Neutrals.
The parties agree to participate in good faith in the mediation and negotiations
related thereto for a period of thirty (30) days commencing with the selection
of the mediator and any extension of such period as mutually agreed to by the
parties. If the Dispute is not resolved within thirty (30) days after the
beginning of the mediation and any extension of such periods as mutually agreed
to by the parties, any party to the Dispute may submit the Dispute to, to be
finally determined by, binding arbitration in accordance with the following
provisions of this Section 20.15, regardless of the amount in controversy or
whether such Dispute would otherwise be considered justifiable or ripe for
resolution by a court or arbitration panel.

(a) Any such arbitration shall be conducted by the CPR in
accordance with the then-current CPR Rules for Non-Administered Arbitration (the
"CPR Rules"), except to the extent that the CPR Rules conflict with the
provisions of this Section 20.15, in which event the provisions of this Section
20.15 shall control.

(b) The arbitration panel (the "Panel") shall consist of three
neutral arbitrators ("Arbitrators"), each of whom shall be an attorney having
five or more years experience in the primary area of law as to which the Dispute
relates, and shall be appointed in accordance with the CPR Rules (the "Basic
Qualifications"). No more than one Arbitrator shall be from the New York
metropolitan area and no more than one Arbitrator shall be from the Kansas City
metropolitan area.

(c) Should an Arbitrator refuse or be unable to proceed with
arbitration proceedings as called for by this Section 20.15, a substitute
Arbitrator possessing the Basic Qualifications shall be appointed by the CPR. If
an Arbitrator is replaced after the arbitration hearing has commenced, then a
rehearing shall take place in accordance with the provisions of this Section
20.15 and the CPR Rules.

(d) The arbitration shall be conducted in the location most
convenient to the majority of witnesses as to issues in dispute regarding the
breach(es) of obligations; provided that the Panel may from time to time
convene, carry on hearings, inspect property or documents and take evidence at
any location which the Panel deems appropriate.

(e) The Panel may in its discretion order a pre-exchange of
information including production of documents, exchange of summaries of
testimony or exchange of statements of position and shall schedule promptly all
discovery and other procedural steps and otherwise assume case management
initiative and control to effect an efficient and expeditious resolution of the
Dispute.

(f) At any oral hearing of evidence in connection with any
arbitration conducted pursuant to this Section 20.15, each party and its legal
counsel shall have the right to examine its witnesses and to cross-examine the
witnesses of the other party. No testimony of any witness shall be presented in
written form unless the opposing parties shall have the opportunity to
cross-examine such witness, except as the parties otherwise agree in writing and
except under extraordinary circumstances where, in the opinion of the Panel, the
interests of justice require a different procedure.

(g) Within fifteen (15) days after the closing of the
arbitration hearing, the Panel shall prepare and distribute to the parties a
written award. The Panel shall have the authority to award any remedy or relief
that a court of competent jurisdiction could order or grant, and shall award
interest on any monetary award from the date that the loss or expense was
incurred by the successful party; provided, however, that the Panel shall have
no power to award damages expressly excluded by this Agreement and all parties
to this Agreement waive any rights or claims to such damages against all other
parties hereto. In addition, the Panel shall have the authority to decide issues
relating to the interpretation, meaning or performance of this Agreement, any
agreement, certificate or other document referred to herein or delivered in
connection herewith, or the relationships of the parties hereunder or
thereunder, even if such decision would constitute an advisory opinion in a
court proceeding or if the issues would otherwise not be ripe for resolution in
a court proceeding, and any such decision shall bind the parties in their
performance of this Agreement and such other documents.

(h) Except as necessary in court proceedings to enforce this
arbitration provision or an award rendered hereunder, to obtain interim relief,
or as otherwise required by law, no party nor any arbitrator shall disclose the
existence, content or results of any arbitration conducted hereunder without the
prior written consent of the other parties.

(i) To the extent that the relief or remedy granted in an
award rendered by the Panel is relief or a remedy on which a court could enter
judgment, a judgment upon the award rendered by the Panel may be entered in any
court having jurisdiction thereof. Otherwise, the award shall be binding on the
parties in connection with their obligations under this Agreement and in any
subsequent arbitration or judicial proceedings among any of the parties.

(j) The parties agree to share equally the cost of any
arbitration, including the administrative fee, the compensation of the
arbitrators and the costs of any neutral witnesses or proof produced at the
direct request of the Panel.

(k) Notwithstanding the choice of law provision set forth in
Section 20.6, The Federal Arbitration Act, 9 U.S.C. Sections 1 to 14, except as
modified hereby, shall govern the enforcement of this Section 20.15.

(l) Notwithstanding the Dispute resolution procedures
contained in this Section, any party may apply to any court having jurisdiction
(i) to enforce this Agreement to arbitrate, (ii) to seek injunctive relief so as
to maintain the status quo until the arbitration award is rendered or the
Dispute is otherwise resolved, (iii) to avoid the expiration of any applicable
limitation period, (iv) to preserve a superior position with respect to other
creditors, or (v) to challenge or vacate any final judgment, award or decision
of the Panel.

20.15.1. ATTORNEYS FEES. If any action, suit, or proceeding
is commenced to establish, maintain, or enforce any right or remedy under this
Agreement, the party not prevailing therein shall pay, in addition to any
damages or other award, all reasonable attorneys' fees and litigation expenses
incurred therein by the prevailing party.

20.15.2. WAIVER OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING OF ANY
NATURE ARISING UNDER THE AGREEMENT, OR RELATED TO THIS AGREEMENT IN ANY WAY, OR
ANY AMENDMENT OR SUPPLEMENT HERETO. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING
WAIVER IS KNOWING AND VOLUNTARY.

20.15.3. LIMITATION. The parties agree that this arbitration
provision applies solely and exclusively to arbitration between the Agent and
the Funds, and the Agent does not, in or under any provision of this Agreement,
consent, and shall not be deemed to have consented, to participate in or be a
party to any arbitration before a panel of a self-regulatory organization, as
defined in the 1934 Act, or to any arbitration in which a Shareholder or any
other Person other than the Funds or their Affiliates is a party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the Effective Date.

DST SYSTEMS, INC. ON BEHALF OF EACH OF THE LORD
XXXXXX FUNDS LISTED IN ADDENDUM 1
ATTACHED HERETO

By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx

Name: Xxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxxx

Title: Vice President of Mutual Fund Title: Vice President
Operations

Exhibits to the Agreement are not attached in this filing.

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Table of Contents

AGENCY AGREEMENT by and between DST Systems, Inc. and The Lord Abbett Family of Funds TABLE OF CONTENTS

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