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 paragraphs (a), (b), (c) and (e) of Section 1, a fee, computed and paid quarterly at the annual rate of: (a) 0.80% of the first $500 million of the average net asset value of the Fund; (b) 0.70% of the next $500 million of such average net asset value; (c) 0.65% of the next $500 million of such average net asset value; (d) 0.60% of the next $5 billion of such average net asset value; (e) 0.575% of the next $5 billion of such average net asset value; (f) 0.555% of the next $5 billion of such average net asset value; (g) 0.54% of the next $5 billion of such average net asset value; and (h) 0.53% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the annual rate of: (a) 0.800.700% of the first $500 million of the average net asset value of the Fund; (b) 0.700.600% of the next $500 million of such average net asset value; (c) 0.650.550% of the next $500 million of such average net asset value; (d) 0.600.500% of the next $5 billion of such average net asset value; (e) 0.5750.475% of the next $5 billion of such average net asset value; (f) 0.5550.455% of the next $5 billion of such average net asset value; (g) 0.540.440% of the next $5 billion of such average net asset value; and (h) 0.530.430% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the annual rate of: (a) 0.800.800% of the first $500 million of the average net asset value of the Fund; (b) 0.700.700% of the next $500 million of such average net asset value; (c) 0.650.650% of the next $500 million of such average net asset value; (d) 0.600.600% of the next $5 billion of such average net asset value; (e) 0.575% of the next $5 billion of such average net asset value; (f) 0.555% of the next $5 billion of such average net asset value; (g) 0.540.540% of the next $5 billion of such average net asset value; and (h) 0.530.530% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the lesser of (i) an annual rate ofof 0.50% of the average net asset value of the Fund or (ii) the following annual rates: (a) 0.800.60% of the first $500 million of the average net asset value of the Fund; (b) 0.700.50% of the next $500 million of such average net asset value; (c) 0.650.45% of the next $500 million of such average net asset value; (d) 0.600.40% of the next $5 billion of such average net asset value; (e) 0.5750.375% of the next $5 billion of such average net asset value; (f) 0.5550.355% of the next $5 billion of such average net asset value; (g) 0.540.34% of the next $5 billion of such average net asset value; and (h) 0.530.33% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicquarter. 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate ofrates: (a) 0.800.60% of the first $500 million of the average net asset value of the Fund; (b) 0.700.50% of the next $500 million of such average net asset value; (c) 0.650.45% of the next $500 million of such average net asset value; (d) 0.600.40% of the next any excess over $5 1.5 billion of such average net asset value; (e) 0.5750.375% of the next $5 billion of such average net asset value; (f) 0.5550.355% of the next $5 billion of such average net asset value; (g) 0.540.34% of the next $5 billion of such average net asset value; and (h) 0.530.33% of any excess thereafterover $21.5 billion of such average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicquarter. 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund Fund, to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate ofrates: (a) 0.800.70% of the first $500 million of the average net asset value of the Fund; (b) 0.700.60% of the next $500 million of such average net asset value; (c) 0.650.55% of the next $500 million of such average net asset value; (d) 0.600.50% of the next $5 billion of such average net asset value; (e) 0.5750.475% of the next $5 billion of such average net asset value; (f) 0.5550.455% of the next $5 billion of such average net asset value; (g) 0.540.44% of the next $5 billion of such average net asset value; and (h) 0.530.43% of any excess thereafteramount over $21.5 billion of such average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicquarter. 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund Fund, to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate ofrates: (a) 0.800.65% of the first $500 million of the average net asset value of the Fund; (b) 0.700.55% of the next $500 million of such average net asset value; (c) 0.650.50% of the next $500 million of such average net asset value; (d) 0.600.45% of the next $5 billion of such average net asset value; (e) 0.5750.425% of the next $5 billion of such average net asset value; (f) 0.5550.405% of the next $5 billion of such average net asset value; (g) 0.540.39% of the next $5 billion of such average net asset value; and (h) 0.530.38% of any excess thereafterover $21.5 billion of such average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicquarter. 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 affiliate affiliated person of the Manager in connection with obtaining such paymentscommissions. 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 such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate ofrates: (a) 0.800.70% of the first $500 million of the average net asset value of the Fund; (b) 0.700.60% of the next $500 million of such average net asset value; (c) 0.650.55% of the next $500 million of such average net asset value; (d) 0.600.50% of the next $5 billion of such average net asset value; (e) 0.5750.475% of the next $5 billion of such average net asset value; (f) 0.5550.455% of the next $5 billion of such average net asset value; (g) 0.540.44% of the next $5 billion of such average net asset value; and (h) 0.530.43% of any excess thereafterover $21.5 billion of such average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicquarter. 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 affiliate affiliated person of the Manager in connection with obtaining such paymentscommissions. 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 such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate ofrates for each series of the Fund: PUTNAM U.S. CORE TAX MANAGED FUND: (a) 0.800.70% of the first $500 million of the average net asset value of the Fundseries; (b) 0.700.60% of the next $500 million of such average net asset value; (c) 0.650.55% of the next $500 million of such average net asset value; (d) 0.600.50% of the next $5 billion of such average net asset value; (e) 0.5750.475% of the next $5 billion of such average net asset value; (f) 0.5550.455% of the next $5 billion of such average net asset value; (g) 0.540.44% of the next $5 billion of such average net asset value; and (h) 0.530.43% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund or any series of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund or such series to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (ba),(b), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate rates of: (a) 0.800.45% of the first $500 million of the average net asset value of the Fund; (b) 0.700.35% of the next $500 million of such average net asset value; (c) 0.650.30% of the next $500 million of such average net asset value;; and (d) 0.600.25% of the next $5 billion of such average net asset value; (e) 0.5750.225% of the next $5 billion of such average net asset value; (f) 0.5550.205% of the next $5 billion of such average net asset value; (g) 0.540.190% of the next $5 billion of such average net asset value; and (h) 0.530.180% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate ofrates: (a) 0.800.70% of the first $500 million of the average net asset value of the Fund; (b) 0.700.60% of the next $500 million of such average net asset value; (c) 0.650.55% of the next $500 million of such average net asset value; (d) 0.600.50% of the next $5 billion of such average net asset value; (e) 0.5750.475% of the next $5 billion of such average net asset value; (f) 0.5550.455% of the next $5 billion of such average net asset value; (g) 0.540.44% of the next $5 billion of such average net asset value; and (h) 0.530.43% of any excess thereafterover $21.5 billion of such average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the lesser of (i) an annual rate ofof 0.50% of the average net asset value of the Fund or (ii) the following annual rates: (a) 0.800.60% of the first $500 million of the average net asset value of the Fund; (b) 0.700.50% of the next $500 million of such average net asset value; (c) 0.650.45% of the next $500 million of such average net asset value; (d) 0.600.40% of the next $5 billion of such average net asset value; (e) 0.5750.375% of the next $5 billion of such average net asset value; (f) 0.5550.355% of the next $5 billion of such average net asset value; (g) 0.540.34% of the next $5 billion of such average net asset value; and (h) 0.530.33% of any excess thereafterover $21.5 billion of such average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicquarter. 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund Fund, to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate ofrates: (a) 0.800.65% of the first $500 million of the average net asset value of the Fund; (b) 0.700.55% of the next $500 million of such average net asset value; (c) 0.650.50% of the next $500 million of such average net asset value; (d) 0.600.45% of the next $5 billion of such average net asset value; (e) 0.5750.425% of the next $5 billion of such average net asset value; (f) 0.555% of the next $5 billion of such average net asset value; (g) 0.540.405% of the next $5 billion of such average net asset value; and (g) 0.39% of the next $5 billion of such average net asset value; and (h) 0.530.38% of any excess amount thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee fees shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the annual rate of: (a) 0.80% of the first $500 million of the average net asset value of the Fund; (b) 0.70% of the next $500 million of such average net asset value; (c) 0.65% of the next $500 5 million of such average net asset value; (d) 0.60% of the next $5 billion of such average net asset value; (e) 0.575% of the next $5 billion of such average net asset value; (f) 0.555% of the next $5 billion of such average net asset value; (g) 0.54% of the next $5 billion of such average net asset value; and (h) 0.53% of any excess thereafterover $21.5 billion of such average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (ef) of Section 1, a fee, computed and paid quarterly at the annual rate of: (a) 0.800.70% of the first $500 million of the average net asset value of the Fund; (b) 0.700.60% of the next $500 million of such average net asset value; (c) 0.650.55% of the next $500 million of such average net asset value; (d) 0.600.50% of the next $5 billion of such average net asset value; (e) 0.5750.475% of the next $5 billion of such average net asset value; (f) 0.5550.455% of the next $5 billion of such average net asset value; (g) 0.540.44% of the next $5 billion of such average net asset value; and (h) 0.530.43% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicquarter. 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 affiliate 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 such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate ofrates for each series of the Fund: (a) 0.800.70% of the first $500 million of the average net asset value of the Fundeach series; (b) 0.700.60% of the next $500 million of such average net asset value; (c) 0.650.55% of the next $500 million of such average net asset value;; and (d) 0.600.50% of the next $5 billion of such average net asset value; (e) 0.5750.475% of the next $5 billion of such average net asset value; (f) 0.5550.455% of the next $5 billion of such average net asset value; (g) 0.540.440% of the next $5 billion of such average net asset value; and (h) 0.530.430% of any excess thereafterover $21.5 billion of such average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund or any series of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund or such series to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate of: rates: (a) 0.800.65% of the first $500 million of the average net asset value of the Fund; ; (b) 0.700.55% of the next $500 million of such average net asset value; ; (c) 0.650.50% of the next $500 million of such average net asset value; ; (d) 0.60% of the next $5 billion of such average net asset value; (e) 0.575% of the next $5 billion of such average net asset value; (f) 0.555% of the next $5 billion of such average net asset value; (g) 0.540.45% of the next $5 billion of such average net asset value; and (e) 0.425% of the next $5 billion of such average net asset value; (f) 0.405% of the next $5 billion of such average net asset value; (g) 0.39% of the next $5 billion of such average net asset value; and (h) 0.530.38% of any excess amount thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee fees shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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 quarterly at the lower of the following annual rate of:rates. (a) 0.800.55% of the Fund's average net asset value, or (b) 0.65% of the first $500 million of the Fund's average net asset value of the Fund; (b) 0.700.55% of the next $500 million of such average net asset value; (c) 0.65million; 0.50% of the next $500 million of such average net asset value; (d) 0.60million; 0.45% of the next $5 billion of such average net asset value; (e) 0.575billion; 0.425% of the next $5 billion of such average net asset value; (f) 0.555billion; 0.405% of the next $5 billion of such average net asset value; (g) 0.54billion; 0.39% of the next $5 billion of such average net asset valuebillion; and (h) 0.53and 0.38% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day week during such quarter while this Contract is in effect. Such fee fees shall be payable for each fiscal quarter within 30 days after the close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicquarter. 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 affiliate 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 such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall will be reduced, and, if necessary, the Manager shall will assume expenses of the Fund Fund, to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve serves for less than the whole of a quarter, the foregoing compensation shall will 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate ofrates: (a) 0.800.65% of the first $500 million of the average net asset value of the Fund; (b) 0.700.55% of the next $500 million of such average net asset value; (c) 0.650.50% of the next $500 million of such average net asset value; (d) 0.600.45% of the next $5 billion of such average net asset value; (e) 0.5750.425% of the next $5 billion of such average net asset value; (f) 0.5550.405% of the next $5 billion of such average net asset value; (g) 0.540.39% of the next $5 billion of such average net asset value; and (h) 0.530.38% of any excess amount thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee fees shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate ofrate: (a) 0.800.65% of the first $500 million of the average net asset value of the Fund; (b) 0.700.55% of the next $500 million of such average net asset value; (c) 0.650.50% of the next $500 million of such average net asset value; (d) 0.600.45% of the next $5 billion of such average net asset value; (e) 0.5750.425% of the next $5 billion of such average net asset value; (f) 0.5550.405% of the next $5 billion of such average net asset value; (g) 0.540.390% of the next $5 billion of such average net asset value; and (h) 0.530.380% of any excess thereafterover $21.5 billion of such average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicquarter. 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 affiliate 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 and 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the lower of the following annual rate ofrates: (a) 0.800.55% of the Fund's average net asset value, or (b) 0.65% of the first $500 million of the Fund’s average net asset value of the Fund; (b) 0.70value; 0.55% of the next $500 million of such average net asset value; (c) 0.65million; 0.50% of the next $500 million of such average net asset value; (d) 0.60million; 0.45% of the next $5 billion of such average net asset value; (e) 0.575billion; 0.425% of the next $5 billion of such average net asset value; (f) 0.555billion; 0.405% of the next $5 billion of such average net asset value; (g) 0.54billion; 0.39% of the next $5 billion of such average net asset valuebillion; and (h) 0.53and 0.38% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each the last business day of each week, for each week which ends during such quarter while this Contract is in effectquarter. Such fee fees shall be payable for each fiscal quarter within 30 days after the close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicquarter. 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 affiliate 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 such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund Fund, to the extent required by the terms and conditions of such expense limitation. In the event that the amount of dividends payable with respect to any outstanding shares of beneficial interest of the Fund with preference rights (“Preferred Shares”) during any period for which regular payments of dividends or other distributions on such Preferred Shares are payable (each, a “Dividend Period”) plus expenses attributable to such Preferred Shares for such Dividend Period exceeds the portion of the Fund's net income and net short-term capital gains (but not long-term capital gains) accruing during such Dividend Period as a result of the fact that such Preferred Shares were outstanding during such Period, then the fee payable to Xxxxxx pursuant to this Section 3 shall be reduced by the amount of such excess; provided, however, that the amount of such reduction for any such Period shall not exceed the amount determined by multiplying (i) the aggregate liquidation preference of the average number of Preferred Shares outstanding during the Period, by (ii) the percentage of the aggregate net asset value of the Fund which the fee payable to Xxxxxx during such Period pursuant to this Section 3 would constitute without giving effect to such reduction. The amount of such reduction attributable to any Dividend Period shall reduce the amount of the next quarterly payment of the fee payable pursuant to this Section 5 following the end of such Dividend Period, and of any subsequent quarterly or more frequent payments, as may be necessary. The expenses attributable to the Preferred Shares and the portion of the Fund's net income and net short-term capital gains accruing during any Dividend Period as a result of the fact that Preferred Shares were outstanding during such Period shall be determined by the Trustees of the Fund. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the following annual rate rates of: (a) 0.800.45% of the first $500 million of the average net asset value of the Fund; (b) 0.700.35% of the next $500 million of such average net asset value; (c) 0.650.30% of the next $500 million of such average net asset value; (d) 0.600.25% of the next $5 billion of such average net asset value; (e) 0.5750.225% of the next $5 billion of such average net asset value; (f) 0.5550.205% of the next $5 billion of such average net asset value; (g) 0.540.19% of the next $5 billion of such average net asset value; and (h) 0.530.18% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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), (c) and (e) of Section 1, a fee, computed and paid quarterly at the lesser of (i) an annual rate ofof 0.50% of the average net asset value of the Fund or (ii) the following annual rates: (a) 0.800.60% of the first $500 million of the average net asset value of the Fund; (b) 0.700.50% of the next $500 million of such average net asset value; (c) 0.650.45% of the next $500 million of such average net asset value; (d) 0.600.40% of the next $5 billion of such average net asset value; (e) 0.5750.375% of the next $5 billion of such average net asset value; (f) 0.5550.355% of the next $5 billion of such average net asset value; (g) 0.540.340% of the next $5 billion of such average net asset value; and (h) 0.530.33% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicquarter. 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 affiliate 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 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund Fund, to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, 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) and (e) of Section 1, a fee, computed and paid quarterly at the annual rate of: (a) 0.800.70% of the first $500 million of the average net asset value of the Fund; (b) 0.700.60% of the next $500 million of such average net asset value; (c) 0.650.55% of the next $500 million of such average net asset value; (d) 0.600.50% of the next $5 billion of such average net asset value; (e) 0.5750.475% of the next $5 billion of such average net asset value; (f) 0.5550.455% of the next $5 billion of such average net asset value; (g) 0.540.44% of the next $5 billion of such average net asset value; and (h) 0.530.43% of any excess thereafter. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each fiscal quarter within 30 days after the close of such quarter 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 affiliate 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 expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund to the extent required by the terms and conditions of such expense limitation. If the Manager shall serve for less than the whole of a quarter, the foregoing compensation shall be prorated.