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V ANGUARD A DVISERS,I NC. <br />V ANGUARD I NSTITUTIONAL A DVISORY S ERVICES <br />D ISCRETIONARY I NVESTMENT M ANAGEMENT A GREEMENT <br />Schedule C–Investment Management Fees <br />In accordance with this Agreement, VIAS’ annual fees for investment management services are as <br />follows: <br /> <br />Vanguard Investments Asset LevelManagement Fee <br />First $50 million0.07% <br />Next $100 million 0.04% <br />Next $100 million 0.03% <br />Next $250 million 0.01% <br />Over $500 million0.005% <br /> <br />Additional Information: <br /> Fees will be collected in quarterly installments. The market value of the Vanguard Investments <br />contained in the Portfolio will be determined as of the last business day of such calendar quarter. <br />Fees may be changed by VIAS upon ninety (90) days written notice to Client. <br /> <br /> VIAS shall determine the appropriate Vanguard Funds in the Portfolio from which to deduct said <br />fees. <br /> <br /> Mutual funds held in the Portfolio are subject to the normal management expenses associated with <br />ownership of mutual funds and disclosed by prospectus. Such fees are paid at the fund level and <br />do not reduce the account level fees described on this schedule. <br />12 <br /> <br /> <br />