AMENDMENT NO.2 TO SERVICES AGREEMENT

AMENDMENT NO.2
TO
SERVICES AGREEMENT

This AMENDMENT No.2 (“Amendment”) is made as of March 3, 2022, by and among Xxxxxxx Xxxx (“Client”) and Citibank, N.A. (“Citibank”), and Citi Fund Services Ohio, Inc. (“CFSO”, together with Citibank, the “Service Provider” and, with the Client, the “Parties”), to that certain Services Agreement dated November 30, 2018, between the Client and Service Provider (“Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

WHEREAS, pursuant to the Agreement, Service Provider performs certain fund administration, fund accounting, and transfer agency services for the Client; and

WHEREAS, the Parties agree to update the services and fee schedules to account for the addition of a derivatives risk service offering.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Client and Service Provider hereby agree as follows:

Amendment to Schedule 2 – Services.

Schedule 2 of the Agreement is hereby deleted in its entirety and replaced with the Schedule 2 attached to the end of the Amendment.

Amendment to Exhibit A – Fee Letter.

Exhibit A – Fee Letter of the Agreement is hereby deleted in its entirety and replaced with the Exhibit A – Fee Letter attached to the end of this Amendment.

Amendment to Attachment 1 to Fee Letter – Fee Schedule.

Attachment 1 to Fee Letter – Fee Schedule is hereby deleted in its entirety and replaced with the Attachment 1 to Fee Letter – Fee Schedule attached to the end of this Amendment.

Representations and Warranties.

The Client represents that it has full power and authority to enter into and perform this Amendment and that it has provided this Amendment to the Board.

The Service Provider represents that it has full power and authority to enter into and perform this Amendment.

Miscellaneous.

This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.

Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

[Remainder of page intentionally left blank. Signatures follow on next page.]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

	XXXXXXX PLAN

	By:

	Name:	Xxxxxx Xxxx

	Title:	President

	Date:	Mar 23, 2022

	CITIBANK, N.A.

	By:

	Name:

	Title:

	Date:

	CITI FUND SERVICES OHIO, INC.

	By:

	Name:

	Title:

	Date:

Schedule 2 to Services Agreement -- Services

Appendix A -- Fund Administration Services provided by CFSO

Service Provider shall provide the Services listed on this Schedule 2 to the Client and any series thereof listed on Schedule 4 (each, a “Fund”), subject to the terms and conditions of the Agreement (including the Schedules).

Services

Financial Statements and other SEC Filings:

(a)

For each Fund, prepare for review and approval of the Client drafts of (i) the annual report to Shareholders and (ii) the semi-annual report. Subject to review and approval by the Client, file the final versions thereof on Form N-CSR with the SEC.

(b)

Prepare and file the Fund’s Form N-CEN annually

(c)

Assist with the layout and printing of the Funds’ semi-annual and annual reports.

(d)

Prepare and file holdings reports on Form N-Q with the SEC, as required at the end of the first and third fiscal quarters of each year, effective through the period ending April 30, 2020.

(e)

Prepare and file holdings reports on Form N-PORT with the SEC, as required at the end of each month., effective for the period beginning Xxxxx 0, 0000,

(x)

Rule 18f-4 Support for Funds relying on “Limited Derivatives User Exemption” (Lite)

(i) Daily monitoring and reporting on derivative exposure levels

(ii) Monthly exposure calculation reporting on Form N-PORT (Item B.9)

(g)

Rule 18f-4 Support for Non-Exempt Funds (Standard)

(i) Daily value at risk (VaR) calculations and reporting

(ii) Monthly VaR reporting on Form N-PORT (Item B.10)

Certain Operational Matters

(a)

Calculate contractual Fund expenses and make disbursements for the Funds, including trustee and vendor fees and compensation and annual reporting of such on IRS Forms 1099-MISC and 1096, as applicable. Disbursements shall be subject to review and approval of an Authorized Person and shall be made only out of the assets of the applicable Fund.

(b)

Prepare an annual projection of the Funds’ non-asset based expense accruals prior to the beginning of each fiscal year of each Fund and monitor actual and accrued expenses.

(c)

Compute, as appropriate, each Funds’ dividend payables and dividend factors.

(d)

Assist the Client’s transfer agent with respect to the payment of dividends and other distributions to Shareholders that have been approved by the Client.

(e)

Calculate performance data of the Funds for dissemination to (i) the Client, including the Board, (ii) up to fifteen (15) information services covering the investment company industry and (iii) other parties, as requested by the Client and agreed to by Service Provider.

(f)

Assist the Client in developing appropriate portfolio compliance procedures for each Fund, and provide compliance monitoring services with respect to such procedures as reasonably requested by the Client, provided that such compliance must be determinable by reference to the Fund’s accounting records.

(g)

Assist the Client with portfolio compliance monitoring in accordance with Rule 22e-4(b) including:

(i) Daily liquidity classifications of portfolio securities held by the Fund;

(ii) Daily monitoring of compliance with the Fund’s established Highly Liquid Investment Minimum (HLIM);

(iii) Daily monitoring of compliance with the Fund’s 15% illiquid holdings maximum; and

(iv) Monthly liquidity classification of portfolio securities on Form N-PORT effective December 1, 2019

(h)

Monitor and advise the client and the Funds on their regulated investment company status under the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

(i)

Assist the Client and Fund Counsel in responding to routine regulatory examinations or investigations.

(j)

Monitor wash sales annually.

(k)

Prepare informational schedules for use by the Client’s auditors in connection with such auditor’s preparation of the Client’s tax returns

(l)

Coordinate with independent auditors concerning the Client’s regular annual audit.

(n)

Upon the Client’s request, the Service Provider will assist the Client with the following: (a) semi-annual reviews of financial reports, (b) revisions to policies, procedures and code of ethics, (c) preparation of responses for regulatory examinations and inquiries, and (d) layout of print of prospectuses and semi-annual and annual reports to Shareholders.

(o)

Provide support for the Annual Prospectus Update, including, but not limited to, providing the required financial information for the filings.

II.

Notes and Conditions Related to Fund Administration Services

With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses.

If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

Schedule 2 to Services Agreement -- Services

Appendix B -- Fund Accounting Services provided by CFSO

Services

Record Maintenance

Maintain the following books and records of each Fund pursuant to Rule 31a-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”):

(a)

Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule.

(b)

General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule.

(c)

Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule.

(d)

A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b) (8) of the Rule.

Accounting Services

Perform the following accounting services for each Fund:

(a)

Allocate income and expense and calculate the net asset value per share (“NAV”) of each class of shares offered by each Fund in accordance with the relevant provisions of the applicable Prospectus of each Fund and applicable regulations under the 1940 Act.

(b)

Apply securities pricing information as required or authorized under the terms of the valuation policies and procedures of the Client (“Valuation Procedures”), including (A) pricing information from independent pricing services, with respect to securities for which market quotations are readily available, (B) if applicable to a particular Fund or Funds, fair value pricing information or adjustment factors from independent fair value pricing services or other vendors approved by the Client (collectively, “Fair Value Information Vendors”) with respect to securities for which market quotations are not readily available, for which a significant event has occurred following the close of the relevant market but prior to the Fund’s pricing time, or which are otherwise required to be made subject to a fair value determination under the Valuation Procedures, and (C) prices obtained from each Fund’s investment adviser or other designee, as approved by the Board. The Client instructs and authorizes Service Provider to provide information pertaining to the Funds’ investments to Fair Value Information Vendors in connection with the fair value determinations made under the Valuation Procedures and other legitimate purposes related to the services to be provided hereunder.

Note: The Client acknowledges that while Service Provider’s services related to fair value pricing are intended to assist the Client and the Board in its obligations to price and monitor pricing of Fund investments, Service Provider does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or factors.

(c)

Coordinate the preparation of reports that are prepared or provided by Fair Value Information Vendors which help the Client to monitor and evaluate its use of fair value pricing information under its Valuation Procedures.

(d)

Verify and reconcile with the Funds’ custodian all daily trade activity.

(e)

Compute, as appropriate, each Fund’s net income and capital gains, dividend payables, dividend factors, 7-day yields, 7-day effective yields, 30-day yields, and weighted average portfolio maturity; (and other yields or standard or non-standard performance information as mutually agreed).

(f)

Review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values to National Securities Clearing Corporation via the portfolio composition file.

(g)

Determine and report unrealized appreciation and depreciation on securities held by the Funds.

(h)

Amortize premiums and accrete discounts on fixed income securities purchased at a price other than face value, in accordance with the Generally Accepted Accounting Principles of the United States or any successor principles.

(i)

Update fund accounting system to reflect rate changes, as received from a Fund’s investment adviser or a third party vendor, on variable interest rate instruments.

(j)

Post Fund transactions to appropriate categories.

(k)

Accrue expenses of each Fund according to instructions received from the Client’s Administrator, and submit changes to accruals and expense items to authorized officers of the Client (who are not Service Provider employees) for review and approval.

(1)

Determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts.

(m)

Provide accounting reports in connection with the Client’s regular annual audit, and other audits and examinations by regulatory agencies.

(n)

Provide such periodic reports as the parties shall agree upon, as set forth in a separate schedule.

(o)

Assist the Client in identifying instances where market prices are not readily available, or are unreliable, each as set forth within parameters included in the Client’s Valuation Procedures.

Financial Statements and Regulatory Filings

Perform the following services related to the financial statements and related regulatory filing obligations for each Fund:

(a)

Provide monthly a hard copy of the unaudited financial statements described below, upon request of the Client. The unaudited financial statements will include the following items:

(i)

Unaudited Statement of Assets and Liabilities,

(ii)

Unaudited Statement of Operations,

(iii)

Unaudited Statement of Changes in Net Assets, and

(iv)

Unaudited Condensed Financial Information

(b)

Provide accounting information for the following: (in compliance with Reg. S-X, as applicable):

(i)

Federal and state income tax returns and federal excise tax returns

(ii)

the Client’s annual reports with the SEC on Forms N-CEN and the N-CSR,

(iii)

the Client’s quarterly schedules of investment for filing with the SEC on Form N-Q, effective through the period ending April 30, 2020;

(iv)

the Client’s monthly schedules of investment for filing with the SEC on Form N-PORT, effective for the period beginning March 1, 2020;

(v)

the Client’s annual and semi-annual shareholder reports and quarterly Board meetings;

(vi)

registration statements on Form N-lA and other filings relating to the registration of shares;

(vii)

reports related to Service Provider’s monitoring of each Fund’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended;

(viii)

annual audit by the Client’s auditors; and

(ix)

examinations performed by the SEC.

(c)

Calculate turnover and expense ratio.

(d)

Calculate daily spread between NAV and market price of Shares.

(e)

Prepare schedule of Capital Gains and Losses.

(f)

Provide daily cash report.

(g)

Maintain and report security positions and transactions in accounting system.

(h)

Prepare Broker Commission Report.

(i)

Monitor expense limitations.

(j)

Maintain list of failed trades.

(k)

Provide unrealized gain/loss report.

II.

Notes and Conditions Related to Fund Accounting Services

The Client acknowledges and agrees that although Service Provider’s services related to fair value pricing are intended to assist the Client and its Board in its obligations to price and monitor pricing of Fund investments, Service Provider is not responsible for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors other than as set forth in clause 2(E)(ii) of the Agreement.

Schedule 2 to Services Agreement -- Services

Appendix C -- Transfer Agency Services provided by Citibank, N.A.

Services

Shareholder Transactions

(a)

Perform and facilitate the performance of purchases and redemptions of Creation Units.

(b)

Issue Shares of the applicable Fund in Creation Units for settlement with purchasers through DTC as the purchaser is authorized to receive.

(c)

Prepare and transmit by means of DTC’s book entry system payments for dividends and distributions on or with respect to the Shares declared by the Client on behalf of the applicable Fund.

(d)

Confirm to DTC the number of Shares issued to the Shareholder, as DTC may reasonably request.

(e)

Record the issuance of Shares of the Fund and maintain a record of the total number of Shares of the Fund which are outstanding, and, based upon data provided to it by the Fund, the total number of authorized Shares.

(f)

Prepare and transmit to the Client and the Client’s administrator and to any applicable securities exchange (as specified to Service Provider by the Client or its administrator) information with respect to purchases and redemptions of Shares.

(g)

Calculate and transmit on each Business Day to the Client’s administrator the number of outstanding Shares for each Fund.

(h)

Transmit on each Business Day to the Client, the Client’s administrator and DTC the amount of Shares purchased on such day.

(i)

Prepare a monthly report of all purchases and redemptions of Shares during such month on a gross transaction basis, and identify on a daily basis the net number of Shares either redeemed or purchased on such Business Day and with respect to each Authorized Participant purchasing or redeeming Shares, the amount of Shares purchased or redeemed.

Compliance Reporting

(a)

Provide reports to the Securities and Exchange Commission and FINRA.

(b)

Prepare and distribute appropriate Internal Revenue Service forms for corresponding Fund.

Shareholder Account Maintenance

(a)

Maintain the record of the name and address of DTC or its nominee as the sole shareholder of a Fund (the “Shareholder”) and the number of Shares issued by the Fund and held by the Shareholder.

(b)

Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request.

(c)

Maintain account documentation files for Shareholder.

Anti-Money Laundering Services

In each case consistent with and as required or permitted by the written anti-money laundering program of the Client (“AML Program”):

(a)

Perform monitoring and reporting as may be reasonably requested by the Client’s CCO.

II.

Notes and Conditions Related to Transfer Agency Services

Service Provider may require any or all of the following in connection with the original issue of Shares: (a) Instructions requesting the issuance, (b) evidence that the Board has authorized the issuance, (c) any required funds for the payment of any original issue tax applicable to such Shares, and (d) an opinion of the counsel to the Client about the legality and validity of the issuance.

Service Provider shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund.

Pursuant to purchase orders received in good form and accepted by or on behalf of the Client by the Distributor, Service Provider will register the appropriate number of book entry only Shares in the name of DTC or its nominee as the sole shareholders for each Fund and deliver Shares of such Fund in Creation Units on the business day next following the trade date to the DTC Participant Account of the Custodian for settlement.

Pursuant to such redemption orders that the Client’s index receipt agent receives from the Distributor, the Client or its agent, Service Provider will redeem the appropriate number of Shares of the applicable Fund in Creation Units that are delivered to the designated DTC Participant Account of Custodian for redemption and debit such shares from the account of the Shareholder on the register of the applicable Fund.

Service Provider will issue Shares of the applicable Fund in Creation Units for settlement with purchasers through DTC as the purchaser is authorized to receive. Beneficial ownership of Shares shall be shown on the records of DTC and DTC Participants and not on any records maintained by Service Provider. In issuing Shares of the applicable Fund through DTC to a purchaser, Service Provider shall be entitled to rely upon the latest Instructions that are received from the Client or its agent by the Index Receipt Agent (as set forth in Section 3 of this Agreement) concerning the issuance and delivery of such shares for settlement.

Service Provider will not issue any Shares for a Fund where it has received an Instruction from the Client or written notification from any federal or state authority that the sale of the Shares of such Fund has been suspended or discontinued, and Service Provider shall be entitled to rely upon such Instructions or written notification.

The Client acknowledges and agrees that deviations requested by the Client from Service Provider’s written transfer agent compliance procedures (“Exceptions”) may involve operational and compliance risks, including a substantial risk of loss. Service Provider may in its sole discretion determine whether to permit an Exception. Exceptions must be requested in writing and shall be deemed to remain effective until the Client revokes the Exception request in writing. Notwithstanding any provision in this Agreement that expressly or by implication provides to the contrary, as long as Service Provider acts in good faith, Service Provider shall have no liability for any loss, liability, expenses or damages to the Client or any Shareholder resulting from such an Exception.

Service Provider is hereby granted such power and authority as may be necessary to establish one or more bank accounts for the Client with such bank or banks as are acceptable to the Client, as may be necessary or appropriate from time to time in connection with the transfer agency services to be performed hereunder. The Client shall be deemed to be the customer of such bank or banks for purposes of such accounts and shall execute all requisite account opening documents in connection with such accounts. To the extent that the performance of such services hereunder shall require Service Provider to disburse amounts from such accounts in payment of dividends, redemption proceeds or for other purposes hereunder, the Client shall provide such bank or banks with all instructions and authorizations necessary for Service Provider to effect such disbursements.

Client represents and warrants that:

(a)

(i) by virtue of its Charter, Shares that are redeemed by the Client may be resold by the Client and (ii) all Shares that are offered to the public are covered by an effective registration statement under the Securities Act of 1933, as amended and the 1940 Act.

(b)

(i) The Client has adopted the AML Program, which has been provided to Service Provider and the Client’s AML Compliance Officer, (ii) the AML Program has been reasonably designed to facilitate Compliance by the Client with applicable anti-money laundering Laws and regulations (collectively, the “Applicable AML Laws”) in all relevant respects, (iii) the AML Program and the designation of the AML Compliance Officer have been approved by the Board, (iv) the delegation of certain services thereunder to Service Provider, as provided in Schedule 2 of this Agreement, has been approved by the Board, and (v) the Client will submit any material amendments to the AML Program to Service Provider for Service Provider’s review and consent prior to adoption.

10.

The Client hereby represents that the sale of Shares are not subject to Blue sky laws and the Service Provider shall not be responsible for any registration, notification, tracking or other function related to the Blue Sky laws of any state.

Exhibit A

Fee Letter

To:

Xxxxxxx Plan
0000 Xxxxxxxx Xxxxxx Xxxx
Xxxxxxxx, XX 00000

Date: March 3, 2022

Dear Mr. Xxxx,

We are writing to confirm the following fees which relate to the Services to be provided under the Services Agreement dated September 27, 2018 between the Client and the Services Provider. Capitalized terms used but not defined herein shall have the meaning given to them in the Services Agreement.

The Client agrees to pay all fees, expenses, charges, and obligations incurred from time-to-time for any services pursuant to the Services Agreement as determined in accordance with the terms of the fee schedule attached hereto as Attachment 1 (the “Fee Schedule”), the Services Agreement, and as may otherwise be agreed in writing from time-to-time between the Parties.

This fee letter may be executed in several counterparts, each of which will be an original, but all of which together will constitute one and the same agreement.

By signing the acknowledgment below, you agree to this fee letter and the Fee Schedule. Please return a signed duplicate of this fee letter to Xxxx Xxxxxx at xxxx.xxxxxx@xxxx.xxx.

Sincerely,


Xxx Xxxxxxx

Director

ACKNOWLEDGED AND AGREED TO:



By:	Xxxxxx Xxxx

Title:	President

Date:	Mar 23, 2022

Xxxxxxx Xxxx

Attachment 1 to Fee Letter

Fee Schedule

FEES

The Client shall pay the following fees to Service Provider as compensation for the Services rendered hereunder.

All Fees shall be aggregated and paid monthly.

Asset Based Fees (applied to aggregate Trust assets):

First $500 Million in Assets	5.00 bps
Next $500 Million in Assets	4.00 bps
Assets greater than $1 Billion in Assets	3.00 bps

Per Fund Minimum Fee:

Each fund is subject to an annual minimum of $36,000. The greater of the Fund minimum or the individual Fund’s pro rata allocation of the asset based fees is to be applied to each month as the monthly fee.

Annual Per Unit Fees:

Index Receipt Agent	$3,000 per fund
SOC-1 / SSAE 16 Charges	$125 per class
Form N-PORT	$14,000 per fund
Sleeve Fee	$1,000 per sleeve
Liquidity Risk Management	$3,000 per fund
Rule 18f-4 Support
Standard Service	$5,000 per fund
Lite Service	$1,500 per fund

Security Pricing Fees

Asset Type	Per Month Per Unique Security ($)
Equities	0.85
Asset Backed	9.80
General Bonds	4.90
Government Bonds	6.05
Complex Debt	20.90
Listed Derivatives	0.85
Simple OTCs	20.50
Mid Tier OTCs	37.40
Complex OTCs	78.00

Notes

Monthly rates reflected are based upon current primary pricing vendor selections

Each “Asset Type” can typically be expected to include the following security types:

Equities: Domestic Equity, Foreign Equity, Warrants

Asset Backed: ABS, MBS, CMOs, CMBS

General Bonds: US Investment Grade Corporate Bonds, US High Yield Corporate Bonds, International Bonds

Government Bonds Agency Debt, US Government Bonds, Money Market, Municipal Bonds

Complex Debt: Bank Loans

Listed Derivatives: Futures, options

Simple OTC: Interest Rate Swap, OTC Options, Currency Forwards, Currency Swaps

Mid Tier OTC: Total Return Swap, Asset Swaps, Cross Currency Swaps, Credit Default Swaps

Complex OTC: Exotic Options, Volatility Swaps, CDOs, CLOs

Security Pricing Valuation Services will not be subject to the annual fee increse

Out-of-Pocket Expenses and Miscellaneous Charges:

In addition to the above fees, Service Provider shall be entitled to receive payment for the following out-of-pocket expenses and miscellaneous charges:

Reimbursement of Expenses. The Client shall reimburse Service Provider for its out-of-pocket expenses reasonably incurred in providing Services, including, but not limited to:

(i)

All freight and other delivery and bonding charges incurred by Service Provider in delivering materials to and from the Client and in delivering all materials to Shareholders;

(ii)

The cost of obtaining security and issuer information;

(iii)

The cost of CD-ROM, computer disks, microfilm, or microfiche, and storage of records or other materials and data;

(iv)

Costs of postage, bank services, couriers, stock computer paper, statements, labels, envelopes, reports, notices, or other form of printed material (including the cost of preparing and printing all printed material) which shall be required by Service Provider for the performance of services to be provided hereunder, including print production charges incurred;

(v)

All copy charges;

(vi)

Any expenses Service provider shall incur at the written direction of the Client or a duly authorized officer of the Client;

(vii)

The cost of tax data services;

(viii)

Regulatory filing fees, industry data source fees, printing (including board book production expenses) and typesetting services, communications, delivery services, reproduction and record storage and retention expenses, and travel related expenses for board / client meetings; and

(ix)

Any additional expenses reasonably incurred by Service Provider in the performance of its duties and obligations under this Agreement.

Miscellaneous Service Fees and Charges. In addition to the amounts set forth in paragraphs (1) and 2(A) above, Service Provider shall be entitled to receive the following amounts from the Client:

(i)

System development fees, billed at the rate of $150 per hour, as requested and pre-approved by the Client, and all systems-related expenses, agreed in advance, associated with the provision of special reports and services pursuant to any of the Schedules hereto;

(ii)

Fees for development of custom interfaces pre-approved by the Client, billed at the rate of $150 per hour;

(iii)

Ad hoc reporting fees pre-approved by the Client, billed at the rate of $150 per hour;

(iv)

Expenses associated with Service Provider’s anti-fraud procedures as it pertains to new account review;

(v)

Check and payment processing fees; and

(vi)

Costs of rating services.

Annual Fee Increase:

Commencing on the one-year anniversary of the Effective Date and annually thereafter, with written notice to the Client at least 90 days prior to the annual contract anniversary, the Service Provider may annually increase the fixed fees and other fees expressed stated dollar amounts in this Agreement by up to an amount equal to the most recent annual percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter” or a similar index should such index no longer be published. Service Provider shall provide Client with 60 days written notice prior to an increase, with the understanding that such notice shall not include the increase as such amount will not be known.

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AMENDMENT NO.2 TO SERVICES AGREEMENT

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