Common use of Base Fee Adjustment Clause in Contracts

Base Fee Adjustment. Beginning in the 13th month of operations, the Base Fee of 2.00% will be adjusted upward or downward on a monthly basis based upon the performance of Series Z relative to the performance of the S&P 500 Index (the "Index"). The maximum or minimum adjustment is 0.75% annually. Therefore, the maximum annual fee payable to the Management Company shall be 2.75% of Series Z's average daily net assets, and the minimum annual fee shall be 1.25% of Series Z's average daily net assets. The pro rata adjustment upward or downward will be determined based upon the performance of the shares of Series Z in excess of, or below, that of the Index. The amount of any upward adjustment in the Base Fee shall be equal to 0.75% multiplied by the ratio of the number of percentage points by which the performance of Series Z exceeds the performance of the Index as compared to 15 percentage points. For example, if the performance of Series Z was 6.6% and that of the Index was 0%, the ratio would be 6.6 to 15, or 44%, times 0.75%, for an upward adjustment of 0.33%. The amount of any downward adjustment in the Base Fee will be equal to 0.75% multiplied by the ratio of the number of percentage points by which the performance of Series Z is less than the performance of the Index as compared to 15 percentage points. For example, if the performance of Series Z was -10.0% and that of the Index 0%, the ratio would be 10 to 15, or 66.66%, times 0.75%, for a downward adjustment of 0.50%. In determining the Base Fee adjustment, if any, applicable during any month, the Management Company will compare the investment performance of the shares of Series Z for the twelve-month period ending on the last day of the prior month (the "Performance Period") to the investment record of the Index during the Performance Period. The investment performance of Series Z will be determined by adding together (i) the change in the net asset value of Series Z shares during the Performance Period, (ii) the value of cash distributions made by Series Z to holders of its shares to the end of the Performance Period, and (iii) the value of capital gains per share, if any, paid on undistributed realized long-term gains accumulated to the end of the Performance Period, and will be expressed as a percentage of the net asset value per share of Series Z shares at the beginning of the Performance Period. The investment performance of the Index will be determined by adding together (i) the change in the level of the Index during the Performance Period, and (ii) the value, computed consistently with the Index, of cash distributions made by companies whose securities comprise the Index accumulated to the end of the Performance Period, and will be expressed as a percentage of the Index at the beginning of the Performance Period. After it determines any Base Fee adjustment, the Management Company will determine the dollar amount of additional fees or fee reductions to be accrued for each day of a month by multiplying the Base Fee adjustment by the average daily net assets of the shares of Series Z during the Performance Period and dividing that number by the number of days in the Performance Period and then multiplying that amount by the number of days in the current month. The Base Fee, as adjusted, is accrued daily and paid monthly and shall be prorated in any month for which this Agreement is not in effect for the entire month.

Base Fee Adjustment. Beginning in the 13th month of operations, the Base Fee of 2.00% will be adjusted upward or downward on a monthly basis based upon the performance of the Series Z relative to the performance of the S&P 500 Index (the "Index"). The maximum or minimum adjustment is 0.75% annually. Therefore, the maximum annual fee payable to the Management Company SMC shall be 2.75% of Series Z's the Series' average daily net assets, and the minimum annual fee shall be 1.25% of Series Z's the Series' average daily net assets. The pro rata adjustment upward or downward will be determined based upon the performance of the Class A shares of the Series Z in excess of, or below, that of the Index. The amount of any upward adjustment in the Base Fee shall be equal to 0.75% multiplied by the ratio of the number of percentage points by which the performance of the Series Z exceeds the performance of the Index as compared to 15 percentage points. For example, if the performance of the Series Z was 6.6% and that of the Index was 0%, the ratio would be 6.6 to 15, or 44%, times 0.75%, for an upward adjustment of 0.33%. The amount of any downward adjustment in the Base Fee will be equal to 0.75% multiplied by the ratio of the number of percentage points by which the performance of the Series Z is less than the performance of the Index as compared to 15 percentage points. For example, if the performance of the Series Z was -10.0% and that of the Index was 0%, the ratio would be 10 to 15, or 66.66%, times 0.75%, for a downward adjustment of 0.50%. In determining the Base Fee adjustment, if any, applicable during any month, the Management Company SMC will compare the investment performance of the Class A shares of the Alpha Opportunity Series Z for the twelve-month period ending on the last day of the prior month (the "Performance Period") to the investment record of the Index during the Performance Period. The investment performance of the Series Z will be determined by adding together (i) the change in the net asset value of Series Z Class A shares during the Performance Period, (ii) the value of cash distributions made by the Series Z to holders of its Class A shares to the end of the Performance Period, and (iii) the value of capital gains per share, if any, paid on undistributed realized long-term gains accumulated to the end of the Performance Period, and will be expressed as a percentage of the net asset value per share of Series Z the Class A shares at the beginning of the Performance Period. The investment performance of the Index will be determined by adding together (i) the change in the level of the Index during the Performance Period, and (ii) the value, computed consistently with the Index, of cash distributions made by companies whose securities comprise the Index accumulated to the end of the Performance Period, and will be expressed as a percentage of the Index at the beginning of the Performance Period. After it determines any Base Fee adjustment, the Management Company SMC will determine the dollar amount of additional fees or fee reductions to be accrued for each day of a month by multiplying the Base Fee adjustment by the average daily net assets of the shares of Series Z Fund during the Performance Period and dividing that number by the number of days in the Performance Period and then multiplying that amount by the number of days in the current month. The Base Fee, as adjusted, is accrued daily and paid monthly and shall be prorated in any month for which this Agreement is not in effect for the entire month.

Base Fee Adjustment. Beginning in the 13th month of operations, the Base Fee of 2.00% will be adjusted upward or downward on a monthly basis based upon the performance of Series Z relative to the performance of the S&P 500 Index (the "Index"). The maximum or minimum adjustment is 0.75% annually. Therefore, the maximum annual fee payable to the Management Company shall be 2.75% of Series Z's average daily net assets, and the minimum annual fee shall be 1.25% of Series Z's average daily net assets. The pro rata adjustment upward or downward will be determined based upon the performance of the shares of Series Z in excess of, or below, that of the Index. The amount of any upward adjustment in the Base Fee shall be equal to 0.75% multiplied by the ratio of the number of percentage points by which the performance of Series Z exceeds the performance of the Index as compared to 15 percentage points. For example, if the performance of Series Z was 6.6% and that of the Index was 0%, the ratio would be 6.6 to 15, or 44%, times 0.75%, for an upward adjustment of 0.33%. The amount of any downward adjustment in the Base Fee will be equal to 0.75% multiplied by the ratio of the number of percentage points by which the performance of Series Z is less than the performance of the Index as compared to 15 percentage points. For example, if the performance of Series Z was -10.0--10.0% and that of the Index 0%, the ratio would be 10 to 15, or 66.66%, times 0.75%, for a downward adjustment of 0.50%. In determining the Base Fee adjustment, if any, applicable during any month, the Management Company will compare the investment performance of the shares of Series Z for the twelve-month period ending on the last day of the prior month (the "Performance Period") to the investment record of the Index during the Performance Period. The investment performance of Series Z will be determined by adding together (i) the change in the net asset value of Series Z shares during the Performance Period, (ii) the value of cash distributions made by Series Z to holders of its shares to the end of the Performance Period, and (iii) the value of capital gains per share, if any, paid on undistributed realized long-term gains accumulated to the end of the Performance Period, and will be expressed as a percentage of the net asset value per share of Series Z shares at the beginning of the Performance Period. The investment performance of the Index will be determined by adding together (i) the change in the level of the Index during the Performance Period, and (ii) the value, computed consistently with the Index, of cash distributions made by companies whose securities comprise the Index accumulated to the end of the Performance Period, and will be expressed as a percentage of the Index at the beginning of the Performance Period. After it determines any Base Fee adjustment, the Management Company will determine the dollar amount of additional fees or fee reductions to be accrued for each day of a month by multiplying the Base Fee adjustment by the average daily net assets of the shares of Series Z during the Performance Period and dividing that number by the number of days months in the Performance Period and then multiplying dividing that amount by the number of days in the current month. The Base Fee, as adjusted, is accrued daily and paid monthly and shall be prorated in any month for which this Agreement is not in effect for the entire month.

Base Fee Adjustment. Beginning in the 13th month of operations, the Base Fee of 2.00% will be adjusted upward or downward on a monthly basis based upon the performance of the Series Z relative to the performance of the S&P 500 Index (the "Index"). The maximum or minimum adjustment is 0.75% annually. Therefore, the maximum annual fee payable to the Management Company SMC, LLC shall be 2.75% of Series Z's the Series' average daily net assets, and the minimum annual fee shall be 1.25% of Series Z's the Series' average daily net assets. The pro rata adjustment upward or downward will be determined based upon the performance of the Class A shares of the Series Z in excess of, or below, that of the Index. The amount of any upward adjustment in the Base Fee shall be equal to 0.75% multiplied by the ratio of the number of percentage points by which the performance of the Series Z exceeds the performance of the Index as compared to 15 percentage points. For example, if the performance of the Series Z was 6.6% and that of the Index was 0%, the ratio would be 6.6 to 15, or 44%, times 0.75%, for an upward adjustment of 0.33%. The amount of any downward adjustment in the Base Fee will be equal to 0.75% multiplied by the ratio of the number of percentage points by which the performance of the Series Z is less than the performance of the Index as compared to 15 percentage points. For example, if the performance of the Series Z was -10.0--10.0% and that of the Index was 0%, the ratio would be 10 to 15, or 66.66%, times 0.75%, for a downward adjustment of 0.50%. In determining the Base Fee adjustment, if any, applicable during any month, the Management Company SMC, LLC will compare the investment performance of the Class A shares of the Alpha Opportunity Series Z for the twelve-month period ending on the last day of the prior month (the "Performance Period") to the investment record of the Index during the Performance Period. The investment performance of the Series Z will be determined by adding together (i) the change in the net asset value of Series Z Class A shares during the Performance Period, (ii) the value of cash distributions made by the Series Z to holders of its Class A shares to the end of the Performance Period, and (iii) the value of capital gains per share, if any, paid on undistributed realized long-term gains accumulated to the end of the Performance Period, and will be expressed as a percentage of the net asset value per share of Series Z the Class A shares at the beginning of the Performance Period. The investment performance of the Index will be determined by adding together (i) the change in the level of the Index during the Performance Period, and (ii) the value, computed consistently with the Index, of cash distributions made by companies whose securities comprise the Index accumulated to the end of the Performance Period, and will be expressed as a percentage of the Index at the beginning of the Performance Period. After it determines any Base Fee adjustment, the Management Company SMC, LLC will determine the dollar amount of additional fees or fee reductions to be accrued for each day of a month by multiplying the Base Fee adjustment by the average daily net assets of the Class A shares of Series Z each Fund during the Performance Period and dividing that number by the number of days months in the Performance Period and then multiplying dividing that amount by the number of days in the current month. The Base Fee, as adjusted, is accrued daily and paid monthly and shall be prorated in any month for which this Agreement is not in effect for the entire month.

Base Fee Adjustment. Beginning in the 13th month of operations, the Base Fee of 2.00% will be adjusted upward or downward on a monthly basis based upon the performance of Series Z relative to the performance of the S&P 500 Index (the "Index"). The maximum or minimum adjustment is 0.75% annually. Therefore, the maximum annual fee payable to the Management Company shall be 2.75% of Series Z's average daily net assets, and the minimum annual fee shall be 1.25% of Series Z's average daily net assets. The pro rata adjustment upward or downward will be determined based upon the performance of the shares of Series Z in excess of, ; or below, that of the Index. The amount of any upward adjustment in the Base Fee shall be equal to 0.75% multiplied by the ratio of the number of percentage points by which the performance of Series Z exceeds the performance of the Index as compared to 15 percentage points. For example, if the performance of Series Z was 6.6% and that of the Index was 0%, the ratio would be 6.6 to 15, or 44%, times 0.75%, for an upward adjustment of 0.33%. The amount of any downward adjustment in the Base Fee will be equal to 0.75% multiplied by the ratio of the number of percentage points by which the performance of Series Z is less than the performance of the Index as compared to 15 percentage points. For example, if the performance of Series Z was -10.0% and that of the Index 0%, the ratio would be 10 to 15, or 66.66%, times 0.75%, for a downward adjustment of 0.50%. In determining the Base Fee adjustment, if any, applicable during any month, the Management Company will compare the investment performance of the shares of Series Z for the twelve-month period ending on the last day of the prior month (the "Performance Period") to the investment record of the Index during the Performance Period. The investment performance of Series Z will be determined by adding together (i) the change in the net asset value of Series Z shares during the Performance Period, (ii) the value of cash distributions made by Series Z to holders of its shares to the end of the Performance Period, and (iii) the value of capital gains per share, if any, paid on undistributed realized long-term gains accumulated to the end of the Performance Period, and will be expressed as a percentage of the net asset value per share of Series Z shares at the beginning of the Performance Period. The investment performance of the Index will be determined by adding together (i) the change in the level of the Index during the Performance Period, and (ii) the value, computed consistently with the Index, of cash distributions made by companies whose securities comprise the Index accumulated to the end of the Performance Period, and will be expressed as a percentage of the Index at the beginning of the Performance Period. After it determines any Base Fee adjustment, the Management Company will determine the dollar amount of additional fees or fee reductions to be accrued for each day of a month by multiplying the Base Fee adjustment by the average daily net assets of the shares of Series Z during the Performance Period and dividing that number by the number of days in the Performance Period and then multiplying that amount by the number of days in the current month. The Base Fee, as adjusted, is accrued daily and paid monthly and shall be prorated in any month for which this Agreement is not in effect for the entire month.