Common use of COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER Clause in Contracts

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed and paid monthly, at the annual rate of 1.15% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar rolls, borrowings and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing reverse repurchase agreements, dollar rolls and borrowings). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarification, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date. The average daily total managed assets of the Fund shall be determined by taking an average of all of the determinations of such amount during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished furnished, and for the expenses borne by the Manager pursuant to Section 1this Agreement, a fee, computed and paid monthly, at the annual rate of 1.151.00% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar rollsroll transactions, borrowings or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing in respect of reverse repurchase agreements, dollar rolls roll transactions, or similar transactions, and borrowings). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarificationFor clarity, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset so sold as of the relevant measuring date. The average daily total managed assets of the Fund for any month shall be determined by taking an average of all of the determinations of such amount total managed assets during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to paragraphs (a), (b), and (c) of Section 1, a fee, computed daily and paid monthly, at the annual rate of 1.151.00% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any borrowings, reverse repurchase agreements, dollar rolls, borrowings the issuance of any short-term debt securities and any preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing borrowings, reverse repurchase agreements, dollar rolls agreements and borrowingsshort-term debt securities). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarification, with respect to any reverse repurchase agreement, dollar roll agreement or similar transaction, “total managed assets” also includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring datedate of the underlying asset sold to the counterparty. The average daily total managed assets of the Fund shall be determined by taking an average of all of the determinations of such amount during such month at the close of business on each business day during such month while this Agreement Contract is in effect. Such fee shall be payable for each month within five (5) business 30 days after the end of such month. In the event that the Manager has agreed to a fee waiver or an expenses of the Fund exceed any expense limitation or reimbursement arrangement with which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager and the Fund may set forth prescribe in such agreementnotice, the compensation due to the Manager hereunder shall will be reduced, and, and if necessary, the Manager shall bear will assume expenses with respect to of the Fund, to the extent required by the terms and conditions of such fee waiver or expense limitation or reimbursement arrangementlimitation, as applicable. If the Manager shall serve serves for less than the whole of a month, the foregoing compensation shall will be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Each series of the Fund will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to paragraphs (a), (b), (c) and (e) of Section 1, a fee, computed and paid monthly, monthly at the following annual rate for each of 1.15Pxxxxx RetirementReady 2050 Fund, Pxxxxx RetirementReady 2045 Fund, Pxxxxx RetirementReady 2040 Fund, Pxxxxx RetirementReady 2035 Fund, Pxxxxx RetirementReady 2030 Fund, Pxxxxx RetirementReady 2025 Fund, Pxxxxx RetirementReady 2020 Fund, Pxxxxx RetirementReady 2015 Fund, Pxxxxx RetirementReady 2010 Fund and Pxxxxx RetirementReady Maturity Fund: 0.05% of the average daily total managed assets of the Fundnet assets. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar rolls, borrowings and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing reverse repurchase agreements, dollar rolls and borrowings). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarification, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an Such average net asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date. The average daily total managed assets of the Fund shall be determined by taking an average of all of the determinations of such amount net asset value during such month at the close of business on each business day during such month while this Agreement Contract is in effect. Such fee shall be payable for each fiscal month within five (5) business 30 days after the end close of such monthmonth and shall commence accruing as of the date of the initial issuance of shares of such series of the Fund to the public. The fees payable by the Fund to the Manager pursuant to this Section 3 shall be reduced by any commissions, fees, brokerage or similar payments received by the Manager or any affiliated person of the Manager in connection with the purchase and sale of portfolio investments of the Fund, less any direct expenses approved by the Trustees incurred by the Manager or any affiliated person of the Manager in connection with obtaining such payments. In the event that expenses of the Fund or any series of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund or such series are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of excess by a reduction or refund thereof. In the event that the Manager has agreed to a fee waiver expenses of the Fund or an any series of the Fund exceed any expense limitation or reimbursement arrangement with which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager and the Fund may set forth prescribe in such agreementnotice, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear assume expenses with respect to of the Fund, Fund or such series to the extent required by the terms and conditions of such fee waiver or expense limitation or reimbursement arrangementlimitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished furnished, and for the expenses borne by the Manager pursuant to Section 1this Agreement, a fee, computed and paid monthly, at the annual rate of 1.151.00% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar rollsroll transactions, borrowings or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing in respect of reverse repurchase agreements, dollar rolls roll transactions, or similar transactions, and borrowings). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarificationFor clarity, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset so sold as of the relevant measuring date. The average daily total managed assets of the Fund for any month shall be determined by taking an average of all of the determinations of such amount total managed assets during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.. INVESTMENT MANAGEMENT AGREEMENT

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Each Fund will pay a fee to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, . The Blue Large Cap Fund shall pay a fee, computed and paid monthly, monthly at the annual rate of 1.151.00% of the such Fund’s average daily total managed assets net asset value. The Blue Small Cap Fund shall pay a fee, computed and paid monthly at the annual rate of the 1.25% of such Fund’s average daily net asset value. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar rolls, borrowings and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing reverse repurchase agreements, dollar rolls and borrowings). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarification, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an Such average daily net asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date. The average daily total managed assets of the each Fund shall be determined by taking an average of all of the determinations of such amount during such month at the close of business on each business day net asset value during such month while this Agreement Contract is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. Subject to the limitations contained herein and under applicable law, the Trust shall reimburse the Manager for all operational expenses of the Trust paid by the Manager but not expressly assumed by the Manager provided that such reimbursement does not cause the Funds to exceed any expense limitations and the reimbursement is made within three years after the month in which expenses were paid by the Manager. The Funds must pay their current ordinary operating expenses before the Manager is entitled to any reimbursement of expenses. In the event month in which that expenses of a Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of such Fund are qualified for offer and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the Manager has agreed to expenses of a fee waiver or an Fund exceed any expense limitation or reimbursement arrangement which the Manager may, by written notice to the Trust, voluntarily declare to be effective with the respect to such Fund, subject to such terms and conditions as the Manager and the Fund may set forth prescribe in such agreementnotice, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, ’s expenses to the extent required by such fee waiver or expense limitation or reimbursement arrangementlimitation, subject to recoupment of such expenses from the Trust as provided herein. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed and paid monthly, at the annual rate of 1.151.00% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar rolls, borrowings and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing reverse repurchase agreements, dollar rolls agreements and borrowings). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarification, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date. The average daily total managed assets of the Fund shall be determined by taking an average of all of the determinations of such amount during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed and paid monthly, at the annual rate of 1.151.00% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreementsborrowings, dollar rolls, borrowings and issued debt securities or preferred shares that may be outstanding, reverse repurchase agreements and dollar rolls) minus accrued liabilities (other than liabilities representing borrowings, issued debt securities, reverse repurchase agreements, agreements and dollar rolls and borrowingsrolls). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarification, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date. The average daily total managed assets of the Fund shall be determined by taking an average of all of the determinations of such amount during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished furnished, and for the expenses borne by the Manager pursuant to Section 1this Agreement, a fee, computed and paid monthly, at the annual rate of 1.151.35% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar rollsroll transactions, borrowings or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing in respect of reverse repurchase agreements, dollar rolls roll transactions, or similar transactions, and borrowings). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarificationFor clarity, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset so sold as of the relevant measuring date. The average daily total managed assets of the Fund for any month shall be determined by taking an average of all of the determinations of such amount total managed assets during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement. INVESTMENT MANAGEMENT AGREEMENT If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to paragraphs (a), (b), (c) and (e) of Section 1, a fee, computed and paid monthly, [payment cycle] at the annual rate of 1.15% of the of: [fee schedule] Such average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar rolls, borrowings and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing reverse repurchase agreements, dollar rolls and borrowings). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarification, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an net asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date. The average daily total managed assets of the Fund shall be determined by taking an average of all of the determinations of such amount net asset value during such month [period] at the close of business on each business day during such month [period] while this Agreement Contract is in effect. Such fee shall be payable for each month fiscal [period] within five (5) business days [days] after the end close of such month[period] and shall commence accruing as of the date of the initial issuance of shares of the Fund to the public. The fees payable by the Fund to the Manager pursuant to this Section 3 shall be reduced by any commissions, fees, brokerage or similar payments received by the Manager or any affiliated person of the Manager in connection with the purchase and sale of portfolio investments of the Fund, less any direct expenses approved by the Trustees incurred by the Manager or any affiliated person of the Manager in connection with obtaining such payments. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of excess by a reduction or refund thereof. In the event that the Manager has agreed to a fee waiver or an expenses of the Fund exceed any expense limitation or reimbursement arrangement with which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager and the Fund may set forth prescribe in such agreementnotice, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear assume expenses with respect to of the Fund, Fund to the extent required by the terms and conditions of such fee waiver or expense limitation or reimbursement arrangementlimitation. If the Manager shall serve for less than the whole of a month[period], the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed and paid monthly, at the annual rate of 1.151.25% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreementsborrowings, dollar rolls, borrowings and issued debt securities or preferred shares that may be outstanding, reverse repurchase agreements and dollar rolls) minus accrued liabilities (other than liabilities representing borrowings, issued debt securities, reverse repurchase agreements, agreements and dollar rolls and borrowingsrolls). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarification, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date. The average daily total managed assets of the Fund shall be determined by taking an average of all of the determinations of such amount during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished furnished, and for the expenses borne by the Manager pursuant to Section 1this Agreement, a fee, computed and paid monthly, at the annual rate of 1.151.35% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar rollsroll transactions, borrowings or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing in respect of reverse repurchase agreements, dollar rolls roll transactions, or similar transactions, and borrowings). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarificationFor clarity, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset so sold as of the relevant measuring date. The average daily total managed assets of the Fund for any month shall be determined by taking an average of all of the determinations of such amount total managed assets during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to t the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed and paid monthly, at the annual rate of 1.151.25% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total "managed assets” " means the total assets of the Fund (including assets attributable to any reverse repurchase agreementsborrowings, dollar rolls, borrowings and issued debt securities or preferred shares that may be outstanding, reverse repurchase agreements and dollar rolls) minus accrued liabilities (other than liabilities representing borrowings, issued debt securities, reverse repurchase agreements, agreements and dollar rolls and borrowingsrolls). For purposes of calculating “total "managed assets,” " the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarification, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total "managed assets” " includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date. The average daily total managed assets of the Fund shall be determined by taking an average of all of the determinations of such amount during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed and paid monthly, at the annual rate of 1.150.75% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreementsborrowings, dollar rolls, borrowings and issued debt securities or preferred shares that may be outstanding, reverse repurchase agreements and dollar rolls) minus accrued liabilities (other than liabilities representing borrowings, issued debt securities, reverse repurchase agreements, agreements and dollar rolls and borrowingsrolls). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarification, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date. The average daily total managed assets of the Fund shall be determined by taking an average of all of the determinations of such amount during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished furnished, and for the expenses borne by the Manager pursuant to Section 1this Agreement, a fee, computed and paid monthly, at the annual rate of 1.151.35% of the average daily total managed assets of the Fund. For purposes of this Section 3, “total managed assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar rollsroll transactions, borrowings or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing in respect of reverse repurchase agreements, dollar rolls roll transactions, or similar transactions, and borrowings). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding shall not be considered a liability. By way of clarificationFor clarity, with respect to any reverse repurchase agreement, dollar roll or similar transaction, “total managed assets” includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset so sold as of the relevant measuring date. The average daily total managed assets of the Fund for any month shall be determined by taking an average of all of the determinations of such amount total managed assets during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. INVESTMENT MANAGEMENT AGREEMENT In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.