Common use of Adviser’s Compensation Clause in Contracts

Adviser’s Compensation. (a) Each Fund shall pay to the Adviser, and the Adviser agrees to accept, as full compensation for all services furnished or provided to the Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. The method for determining net assets of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund’s prospectus. (b) The management fee shall be accrued daily by each Fund and paid to the Adviser on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion of the number of calendar days in the month during which the Agreement is in effect to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The management fee payable to the Adviser under this Agreement will be reduced to the extent of any receivable owed by the Adviser to a Fund and as required under any expense limitation applicable to the Fund. (e) The Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Adviser in its fees or payment of expenses which are a Fund’s obligation are subject to reimbursement by the Fund to the Adviser, if so requested by the Adviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Adviser may recoup reimbursements made in any fiscal year of a Fund over the following three fiscal years. Any such reimbursement is also contingent upon the Board of Trustees’ review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Adviser hereunder.

Adviser’s Compensation. (a) Each Fund The Funds shall pay to the Adviser, as compensation for the Adviser’s services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Funds. The portion of such compensation under this Agreement that is expected to be retained by the Adviser agrees (as opposed to accept, as full compensation being paid by the Adviser to a third-party for all services furnished or licenses provided with respect to the Fund) (the “Interim Compensation”) shall be held in an interest-bearing escrow account held with the Fund's custodian or with a bank. The Adviser may, but is not required to, opt to waive any interest from such account and/or permit the Interim Compensation to be held in a designated Trust account rather than an interest-bearing escrow account. If this Agreement is terminated prior to the end of any calendar month, the management fee for the Fund pursuant shall be prorated. Pursuant to Rule 15a-4 under the 1940 Act, if the holders of a majority of the Fund's outstanding voting securities approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the full Interim Compensation will be paid to the Adviser. If the holders of a majority of the Fund's outstanding voting securities do not approve an annual management fee at investment advisory agreement with the rate set forth in Schedule A to Adviser within 150 days of the effective date of this Agreement, the Adviser will be paid the lesser of (a) any costs incurred in performing under this Agreement; or (b) the full Interim Compensation (including any interest earned, if applicable). The method for determining net assets of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund’s prospectus. (b) The management fee shall be accrued daily by each Fund and paid to . In the Adviser on the first business day event of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date termination of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any monthAgreement, the fee to the Adviser provided in this Section shall be prorated for computed on the portion basis of any month in the period ending on the last business day on which this Agreement is in effect which is not subject to a complete month according to the proportion of pro rata adjustment based on the number of calendar days elapsed in the current month as a percentage of the total number of days in the month during which the Agreement is in effect to the number of calendar days in the such month, and shall . Except as may otherwise be payable within ten prohibited by law or regulation (10) days after the date of termination. (d) The management fee payable to the Adviser under this Agreement will be reduced to the extent of including any receivable owed by the Adviser to a Fund and as required under any expense limitation applicable to the Fund. (e) The Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Adviser in its fees or payment of expenses which are a Fund’s obligation are subject to reimbursement by the Fund to the Adviser, if so requested by the Adviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreementthen current Commission staff interpretations), the Adviser may recoup reimbursements made may, in any fiscal year of its sole discretion and from time to time, waive a Fund over the following three fiscal years. Any such reimbursement is also contingent upon the Board of Trustees’ review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Adviser hereunderits fee.

Adviser’s Compensation. (a) Each Fund The Funds shall pay to the Adviser, as compensation for the Adviser’s services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Funds. The portion of such compensation under this Agreement that is expected to be retained by the Adviser agrees (as opposed to accept, as full compensation being paid by the Adviser to a third-party for all services furnished or licenses provided with respect to the Fund) (the “Interim Compensation”) shall be held in an interest-bearing escrow account held with the Fund’s custodian or with a bank. The Adviser may, but is not required to, opt to waive any interest from such account and/or permit the Interim Compensation to be held in a designated Trust account rather than an interest-bearing escrow account. If this Agreement is terminated prior to the end of any calendar month, the management fee for the Fund pursuant shall be prorated. Pursuant to Rule 15a-4 under the 1940 Act, if the holders of a majority of the Fund’s outstanding voting securities approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the full Interim Compensation will be paid to the Adviser. If the holders of a majority of the Fund's outstanding voting securities do not approve an annual management fee at investment advisory agreement with the rate set forth in Schedule A to Adviser within 150 days of the effective date of this Agreement, the Adviser will be paid the lesser of (a) any costs incurred in performing under this Agreement; or (b) the full Interim Compensation (including any interest earned, if applicable). The method for determining net assets of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund’s prospectus. (b) The management fee shall be accrued daily by each Fund and paid to . In the Adviser on the first business day event of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date termination of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any monthAgreement, the fee to the Adviser provided in this Section shall be prorated for computed on the portion basis of any month in the period ending on the last business day on which this Agreement is in effect which is not subject to a complete month according to the proportion of pro rata adjustment based on the number of calendar days elapsed in the current month as a percentage of the total number of days in the month during which the Agreement is in effect to the number of calendar days in the such month, and shall . Except as may otherwise be payable within ten prohibited by law or regulation (10) days after the date of termination. (d) The management fee payable to the Adviser under this Agreement will be reduced to the extent of including any receivable owed by the Adviser to a Fund and as required under any expense limitation applicable to the Fund. (e) The Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Adviser hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Adviser in its fees or payment of expenses which are a Fund’s obligation are subject to reimbursement by the Fund to the Adviser, if so requested by the Adviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreementthen current Commission staff interpretations), the Adviser may recoup reimbursements made may, in any fiscal year of its sole discretion and from time to time, waive a Fund over the following three fiscal years. Any such reimbursement is also contingent upon the Board of Trustees’ review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Adviser hereunderits fee.