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 and brokerage and research services as are permitted by the Securities Exchange Act of 1934, it being contemplated that WPG will act as principal broker for the Trust in U.S. securities transactions. (a) The Trust, on behalf of the Fund, will pay the Investment Adviser an annual fee, payable monthly in arrears, which varies in accordance with the total amount of daily net assets of the Fund under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Fund is 1.50%. 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 Fund shall be computed in the manner specified in the Fund'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 Fund's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) In addition to the foregoing, 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 assume responsibility for all or a portion of any expenses related to the operations of the Fund that are not otherwise required to be directly or indirectly borne by the Investment Adviser. Further, any agreement by the Investment Adviser to limit the Fund's operating expenses to a specific level may be made with the understanding that the Fund, to the extent legally permissable, will reimburse the Investment Adviser for advisory fees foregone and/or expenses paid by the Investment Adviser for a particular year pursuant to such agreement if in any subsequent year operating expenses for the Fund are less than the operating expenses limitation (if any), for such subsequent year to which the Investment Adviser may agree. Subject to the foregoing, and unless otherwise agreed by the Trust and the Investment Advise, any fee reduction or undertaking referred to in this Subsection shall constitute a binding modification of this Agreement while it is in effect but may be discontinued or modified prospectively by the Investment Adviser at any time.

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 and brokerage and research services as are permitted by the Securities Exchange Act of 1934Act, it being contemplated that WPG will act as principal broker for the Trust in U.S. securities transactions. (a) The TrustExcept as provided in Subsections (b) and (c) below, on behalf of the Fund, Trust will pay the Investment Adviser an annual fee, payable monthly in arrearsmonthly, which varies in accordance with the total amount of daily net assets of the Fund Trust under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Fund Trust is 1.500.75%. 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 Fund Trust shall be computed in the manner specified in the FundTrust'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 FundTrust's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) In addition to the foregoing, the 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 assume responsibility pay or reimburse the Trust for all or a portion of any its expenses related to the operations of the Fund that are not otherwise required to be directly borne or indirectly borne reimbursed by the Investment Adviser. Further, any agreement by the Investment Adviser to limit the Fund's operating expenses to a specific level may be made with the understanding that the Fund, to the extent legally permissable, will reimburse the Investment Adviser for advisory fees foregone and/or expenses paid by the Investment Adviser for a particular year pursuant to Any such agreement if in any subsequent year operating expenses for the Fund are less than the operating expenses limitation (if any), for such subsequent year to which the Investment Adviser may agree. Subject to the foregoing, and unless otherwise agreed by the Trust and the Investment Advise, any fee reduction or undertaking referred to in this Subsection shall constitute a binding modification of this Agreement while it is in effect but may be discontinued or modified prospectively 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 and brokerage and research services as are permitted by the Securities Exchange Act of 1934Act, it being contemplated that WPG will act as principal broker for the Trust Fund in U.S. securities transactions. (a) The TrustExcept as provided in Subsections (b) and (c) below, on behalf of the Fund, Fund will pay the Investment Adviser an annual fee, payable monthly in arrearsmonthly, which varies in accordance with the total amount of daily net assets of the Fund under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Fund is 1.50%0.60% of average daily net assets up to $300 million, 0.55% of average daily net assets from $300 million to $500 million and 0.50% 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 Fund shall be computed in the manner specified in the Fund'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 Fund's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) In addition to the foregoing, the 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 assume responsibility pay or reimburse the Fund for all or a portion of any its expenses related to the operations of the Fund that are not otherwise required to be directly borne or indirectly borne reimbursed by the Investment Adviser. Further, any agreement by the Investment Adviser to limit the Fund's operating expenses to a specific level may be made with the understanding that the Fund, to the extent legally permissable, will reimburse the Investment Adviser for advisory fees foregone and/or expenses paid by the Investment Adviser for a particular year pursuant to Any such agreement if in any subsequent year operating expenses for the Fund are less than the operating expenses limitation (if any), for such subsequent year to which the Investment Adviser may agree. Subject to the foregoing, and unless otherwise agreed by the Trust and the Investment Advise, any fee reduction or undertaking referred to in this Subsection shall constitute a binding modification of this Agreement while it is in effect but may be discontinued or modified prospectively 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 0000 Xxx) of the Trust and (ii) the holders of "a majority of the outstanding voting securities" (as defined in the 0000 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 and brokerage and research services as are permitted by the Securities Exchange Act of 1934Act, it being contemplated that WPG will act as principal broker for the Trust Fund in U.S. securities transactions. (a) The TrustExcept as provided in Subsections (b) and (c) below, on behalf of the Fund, Fund will pay the Investment Adviser an annual fee, payable monthly in arrearsmonthly, which varies in accordance with the total amount of daily net assets of the Fund under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Fund is 1.500.75%. 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 Fund shall be computed in the manner specified in the Fund'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 Fund's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) In addition to the foregoing, the 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 assume responsibility pay or reimburse the Fund for all or a portion of any its expenses related to the operations of the Fund that are not otherwise required to be directly borne or indirectly borne reimbursed by the Investment Adviser. Further, any agreement by the Investment Adviser to limit the Fund's operating expenses to a specific level may be made with the understanding that the Fund, to the extent legally permissable, will reimburse the Investment Adviser for advisory fees foregone and/or expenses paid by the Investment Adviser for a particular year pursuant to Any such agreement if in any subsequent year operating expenses for the Fund are less than the operating expenses limitation (if any), for such subsequent year to which the Investment Adviser may agree. Subject to the foregoing, and unless otherwise agreed by the Trust and the Investment Advise, any fee reduction or undertaking referred to in this Subsection shall constitute a binding modification of this Agreement while it is in effect but may be discontinued or modified prospectively 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 0000 Xxx) of the Trust and (ii) the holders of "a majority of the outstanding voting securities" (as defined in the 0000 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 and brokerage and research services as are permitted by the Securities Exchange Act of 1934Act, it being contemplated that WPG will act as principal broker for the Trust in U.S. securities transactions. (a) The TrustExcept as provided in Subsections (b) and (c) below, on behalf of the Fund, Trust will pay the Investment Adviser an annual fee, payable monthly in arrearsmonthly, which varies in accordance with the total amount of daily net assets of the Fund Trust under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Fund Trust is 1.50%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 Fund Trust shall be computed in the manner specified in the FundTrust'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 FundTrust's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) In addition to the foregoing, the 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 assume responsibility pay or reimburse the Trust for all or a portion of any its expenses related to the operations of the Fund that are not otherwise required to be directly borne or indirectly borne reimbursed by the Investment Adviser. Further, any agreement by the Investment Adviser to limit the Fund's operating expenses to a specific level may be made with the understanding that the Fund, to the extent legally permissable, will reimburse the Investment Adviser for advisory fees foregone and/or expenses paid by the Investment Adviser for a particular year pursuant to Any such agreement if in any subsequent year operating expenses for the Fund are less than the operating expenses limitation (if any), for such subsequent year to which the Investment Adviser may agree. Subject to the foregoing, and unless otherwise agreed by the Trust and the Investment Advise, any fee reduction or undertaking referred to in this Subsection shall constitute a binding modification of this Agreement while it is in effect but may be discontinued or modified prospectively 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 and brokerage and research services as are permitted by the Securities Exchange Act of 1934Act, it being contemplated that WPG will act as principal broker for the Trust Fund in U.S. securities transactions. (a) The TrustExcept as provided in Subsections (b) and (c) below, on behalf of the Fund, Fund will pay the Investment Adviser an annual fee, payable monthly in arrearsmonthly, which varies in accordance with the total amount of daily net assets of the Fund under the management of the Investment Adviser. The annual advisory fee expressed as a percentage of the average daily net assets of the Fund is 1.50%0.00% of average daily net assets while such assets are less than $17 million and 0.50% of average daily net assets while such assets are $17 million or more. 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 Fund shall be computed in the manner specified in the Fund'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 Fund's prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. (b) In addition to the foregoing, the 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 assume responsibility pay or reimburse the Fund for all or a portion of any its expenses related to the operations of the Fund that are not otherwise required to be directly borne or indirectly borne reimbursed by the Investment Adviser. Further, any agreement by the Investment Adviser to limit the Fund's operating expenses to a specific level may be made with the understanding that the Fund, to the extent legally permissable, will reimburse the Investment Adviser for advisory fees foregone and/or expenses paid by the Investment Adviser for a particular year pursuant to Any such agreement if in any subsequent year operating expenses for the Fund are less than the operating expenses limitation (if any), for such subsequent year to which the Investment Adviser may agree. Subject to the foregoing, and unless otherwise agreed by the Trust and the Investment Advise, any fee reduction or undertaking referred to in this Subsection shall constitute a binding modification of this Agreement while it is in effect but may be discontinued or modified prospectively 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 0000 Xxx) of the Trust and (ii) the holders of "a majority of the outstanding voting securities" (as defined in the 0000 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.