Common use of Compensation of the Investment Adviser Clause in Contracts

Compensation of the Investment Adviser. Neither the Investment Adviser nor any affiliate of the Investment Adviser will act as principal or receive directly or indirectly any compensation in connection with the purchase or sale of investment securities by the Trust, other than the compensation provided for in this Section and such brokerage commissions as are permitted by the 1940 Act, it being contemplated that WPG will act as principal broker for the Trust in U.S. securities transactions. (a) Except as provided in Subsections (b) and (c) below, the Trust will pay the Investment Adviser an annual fee, payable monthly, which varies in accordance with the total amount of daily net assets of the Trust under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Trust is 0.90% of average daily net assets up to $300 million, 0.80% of average daily net assets from $300 million to $500 million and 0.75% of average daily net assets in excess of $500 million. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month. For the purposes hereof, the net assets of the Trust shall be computed in the manner specified in the Trust's prospectus for the computation of the value of such net assets in connection with the determination of the net asset value of its shares. On any day that the net asset value calculation is suspended as specified in the Trust's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Trust for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser. Any such fee reduction or undertaking may be discontinued or modified by the Investment Adviser at any time. (c) The fees payable to the Investment Adviser under this Agreement shall be paid into an interest-bearing escrow account in the event that (i) the Securities and Exchange Commission issues an order permitting the implementation of this Agreement prior to the approval of this Agreement by the holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act) of the Trust and (xx) xxx holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act) of the Trust have not voted to approved this Agreement by the date of the closing of the acquisition by Robeco Groep N.V. of the outstanding equity interests of the Investment Adviser. If such approval has subsequently been obtained by ___________ , 1998, the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Investment Adviser. If such approval has not been obtained by ____________ , 1998, this Agreement shall terminate and the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Trust.

Compensation of the Investment Adviser. Neither the Investment Adviser nor any affiliate of the Investment Adviser will act as principal or receive directly or indirectly any compensation in connection with the purchase or sale of investment securities by the Trust, other than the compensation provided for in this Section and such brokerage commissions as are permitted by the 1940 Act, it being contemplated that WPG will act as principal broker for the Trust in U.S. securities transactions. (a) Except as provided in Subsections (b) and (c) below, the Trust will pay the Investment Adviser an annual fee, payable monthly, which varies in accordance with the total amount of daily net assets of the Trust under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Trust is 0.90% of average daily net assets up to $300 million, 0.80% of average daily net assets from $300 million to $500 million and 0.75% of average daily net assets in excess of $500 million%. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month. For the purposes hereof, the net assets of the Trust shall be computed in the manner specified in the Trust's prospectus for the computation of the value of such net assets in connection with the determination of the net asset value of its shares. On any day that the net asset value calculation is suspended as specified in the Trust's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Trust for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser. Any such fee reduction or undertaking may be discontinued or modified by the Investment Adviser at any time. (c) The fees payable to the Investment Adviser under this Agreement shall be paid into an interest-bearing escrow account in the event that (i) the Securities and Exchange Commission issues an order permitting the implementation of this Agreement prior to the approval of this Agreement by the holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act) of the Trust and (xx) xxx holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act) of the Trust have not voted to approved this Agreement by the date of the closing of the acquisition by Robeco Groep N.V. of the outstanding equity interests of the Investment Adviser. If such approval has subsequently been obtained by ___________ , 1998, the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Investment Adviser. If such approval has not been obtained by ____________ , 1998, this Agreement shall terminate and the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Trust.

Compensation of the Investment Adviser. Neither the Investment Adviser nor any affiliate of the Investment Adviser will act as principal or receive directly or indirectly any compensation in connection with the purchase or sale of investment securities by the TrustFund, other than the compensation provided for in this Section and such brokerage commissions as are permitted by the 1940 Act, it being contemplated that WPG will act as principal broker for the Trust Fund in U.S. securities transactions. (a) Except as provided in Subsections (b) and (c) below, the Trust Fund will pay the Investment Adviser an annual fee, payable monthly, which varies in accordance with the total amount of daily net assets of the Trust Fund under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Trust Fund is 0.90% of average daily net assets up to $300 million, 0.80% of average daily net assets from $300 million to $500 million and 0.75% of average daily net assets in excess of $500 million%. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month. For the purposes hereof, the net assets of the Trust Fund shall be computed in the manner specified in the TrustFund's prospectus for the computation of the value of such net assets in connection with the determination of the net asset value of its shares. On any day that the net asset value calculation is suspended as specified in the TrustFund's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Trust Fund for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser. Any such fee reduction or undertaking may be discontinued or modified by the Investment Adviser at any time. (c) The fees payable to the Investment Adviser under this Agreement shall be paid into an interest-bearing escrow account in the event that (i) the Securities and Exchange Commission issues an order permitting the implementation of this Agreement prior to the approval of this Agreement by the holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act0000 Xxx) of the Trust and (xxii) xxx the holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act0000 Xxx) of the Trust have not voted to approved this Agreement by the date of the closing of the acquisition by Robeco Groep N.V. of the outstanding equity interests of the Investment Adviser. If such approval has subsequently been obtained by ___________ December 11, 1998, the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Investment Adviser. If such approval has not been obtained by ____________ December 11, 1998, this Agreement shall terminate and the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Trust.

Compensation of the Investment Adviser. Neither the Investment Adviser nor any affiliate of the Investment Adviser will act as principal or receive directly or indirectly any compensation in connection with the purchase or sale of investment securities by the TrustFund, other than the compensation provided for in this Section and such brokerage commissions as are permitted by the 1940 Act, it being contemplated that WPG will act as principal broker for the Trust Fund in U.S. securities transactions. (a) Except as provided in Subsections (b) and (c) below, the Trust Fund will pay the Investment Adviser an annual fee, payable monthly, which varies in accordance with the total amount of daily net assets of the Trust Fund under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Trust Fund is 0.900.60% of average daily net assets up to $300 million, 0.800.55% of average daily net assets from $300 million to $500 million and 0.750.50% of average daily net assets in excess of $500 million. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month. For the purposes hereof, the net assets of the Trust Fund shall be computed in the manner specified in the TrustFund's prospectus for the computation of the value of such net assets in connection with the determination of the net asset value of its shares. On any day that the net asset value calculation is suspended as specified in the TrustFund's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Trust Fund for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser. Any such fee reduction or undertaking may be discontinued or modified by the Investment Adviser at any time. (c) The fees payable to the Investment Adviser under this Agreement shall be paid into an interest-bearing escrow account in the event that (i) the Securities and Exchange Commission issues an order permitting the implementation of this Agreement prior to the approval of this Agreement by the holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act0000 Xxx) of the Trust and (xxii) xxx the holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act0000 Xxx) of the Trust have not voted to approved this Agreement by the date of the closing of the acquisition by Robeco Groep N.V. of the outstanding equity interests of the Investment Adviser. If such approval has subsequently been obtained by ___________ December 11, 1998, the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Investment Adviser. If such approval has not been obtained by ____________ December 11, 1998, this Agreement shall terminate and the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Trust.

Compensation of the Investment Adviser. Neither the Investment Adviser nor any affiliate of the Investment Adviser will act as principal or receive directly or indirectly any compensation in connection with the purchase or sale of investment securities by the Trust, other than the compensation provided for in this Section and such brokerage commissions as are permitted by the 1940 Act, it being contemplated that WPG will act as principal broker for the Trust in U.S. securities transactions. (a) Except as provided in Subsections (b) and (c) below, the Trust will pay the Investment Adviser an annual fee, payable monthly, which varies in accordance with the total amount of daily net assets of the Trust under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Trust is 0.90% of average daily net assets up to $300 million, 0.80% of average daily net assets from $300 million to $500 million and 0.75% of average daily net assets in excess of $500 million%. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month. For the purposes hereof, the net assets of the Trust shall be computed in the manner specified in the Trust's prospectus for the computation of the value of such net assets in connection with the determination of the net asset value of its shares. On any day that the net asset value calculation is suspended as specified in the Trust's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Trust for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser. Any such fee reduction or undertaking may be discontinued or modified by the Investment Adviser at any time. (c) The fees payable to the Investment Adviser under this Agreement shall be paid into an interest-bearing escrow account in the event that (i) the Securities and Exchange Commission issues an order permitting the implementation of this Agreement prior to the approval of this Agreement by the holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act0000 Xxx) of the Trust and (xxii) xxx the holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act0000 Xxx) of the Trust have not voted to approved this Agreement by the date of the closing of the acquisition by Robeco Groep N.V. of the outstanding equity interests of the Investment Adviser. If such approval has subsequently been obtained by ___________ , 1998, the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Investment Adviser. If such approval has not been obtained by ____________ , 1998, this Agreement shall terminate and the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Trust.

Compensation of the Investment Adviser. Neither the Investment -------------------------------------- Adviser nor any affiliate of the Investment Adviser will act as principal or receive directly or indirectly any compensation in connection with the purchase or sale of investment securities by the Trust, other than the compensation provided for in this Section and such brokerage commissions as are permitted by the 1940 Act, it being contemplated that WPG will act as principal broker for the Trust in U.S. securities transactions. (a) Except as provided in Subsections (b) and (c) below, the Trust will pay the Investment Adviser an annual fee, payable monthly, which varies in accordance with the total amount of daily net assets of the Trust under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Trust is 0.900.26% of average daily net assets up to $300 500 million, 0.800.24% of average daily net assets from $300 500 million to $500 million 1 billion, 0.22% of average daily net assets from $1 billion to $2 billion and 0.750.20% of average daily net assets in excess of $500 million2 billion. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month. For the purposes hereof, the net assets of the Trust shall be computed in the manner specified in the Trust's prospectus for the computation of the value of such net assets in connection with the determination of the net asset value of its shares. On any day that the net asset value calculation is suspended as specified in the Trust's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Trust for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser. Any such fee reduction or undertaking may be discontinued or modified by the Investment Adviser at any time. (c) The fees payable to the Investment Adviser under this Agreement shall be paid into an interest-bearing escrow account in the event that (i) the Securities and Exchange Commission issues an order permitting the implementation of this Agreement prior to the approval of this Agreement by the holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act0000 Xxx) of the Trust and (xxii) xxx the holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act0000 Xxx) of the Trust have not voted to approved this Agreement by the date of the closing of the acquisition by Robeco Groep N.V. of the outstanding equity interests of the Investment Adviser. If such approval has subsequently been obtained by ___________ _, 1998, the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Investment Adviser. If such approval has not been obtained by ____________ , 1998, this Agreement shall terminate and the fees paid by the Trust into the escrow account (and interest thereon) shall be paid to the Trust.