AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between

AMENDMENT TO

INVESTMENT MANAGEMENT AGREEMENT

Between

X. XXXX PRICE TOTAL RETURN FUND, INC.

and

X. XXXX PRICE ASSOCIATES, INC.

This is an Amendment (the “Amendment”) to the Investment Management Agreement (the “Agreement”), as amended, made as of the 1st day of October, 2021, by and between X. XXXX PRICE TOTAL RETURN FUND, INC., (the “Corporation”), a corporation existing under the laws of the State of Maryland, on behalf of the X. Xxxx Price Total Return Fund (the “Fund”) and X. XXXX PRICE ASSOCIATES, INC. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland.

W I T N E S S E T H:

WHEREAS, the Corporation is engaged in business as an open-end management investment company and is registered as such under the federal Investment Company Act of 1940, as amended (the “Act”); and

WHEREAS, the Manager is engaged principally in the business of rendering investment supervisory services and is registered as an investment adviser under the federal Investment Advisers Act of 1940, as amended; and

WHEREAS, the Manager has entered into the Agreement with the Corporation on July 26, 2016, as amended, and such Agreement has been renewed each year thereafter on the same terms and conditions; and

WHEREAS, the Manager has proposed to lower the Fund’s Fund Fee (as defined in the Agreement) and the Corporation’s Board of Directors has determined effective on the date first above written that such action would be in the best interest of the Fund and its shareholders; and

WHEREAS, the Manager and the Fund desire to continue the Agreement on the same terms and conditions other than as described immediately above and below;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. Paragraph 3.B. of the Agreement is amended to read as follows:

B. Fund Fee. The monthly Fund Fee (“Monthly Fund Fee”) shall be the sum of the daily Fund Fee accruals (“Daily Fund Fee Accruals”) for each month. The Daily Fund Fee Accrual for any particular day will be computed by multiplying the fraction of one (1) over the number of calendar days in the year by the Fund Fee Rate of 0.02% and multiplying this product by the net assets of the Fund for that day, as determined in accordance with

the Corporation’s prospectus as of the close of business on the previous business day on which the Fund was open for business.

2. All other terms and conditions of the Agreement remain in full force and effect until April 30, 2022, unless terminated on an earlier date pursuant to the provisions of Paragraph 14 of the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written.

Attest:	X. XXXX PRICE TOTAL RETURN FUND, INC.
/s/Xxxxxxx Xxxxxx Rauser Shannon Hofher Xxxxxx, Assistant Secretary	/s/Xxxxx Xxxxxxxxxxx By: Xxxxx Xxxxxxxxxxx, Executive Vice President

Attest:	X. XXXX PRICE ASSOCIATES, INC.
/s/Xxxxxxx X. Reilly Kathryn X. Xxxxxx, Assistant Secretary	/s/Xxxx Xxxxxxx-Xxxx By: Xxxx Xxxxxxx-Xxxx, Vice President

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