Common use of Compensation of the Investment Adviser Clause in Contracts

Compensation of the Investment Adviser. (a) For all services provided to the Portfolio pursuant to this Agreement, the Trust shall pay the Investment Adviser, and the Investment Adviser agrees to accept as full compensation therefor, an investment advisory fee, payable as soon as practicable after the last day of each month, calculated using an annual rate of [___] (the "Annual Rate"). The monthly investment advisory fee to be paid by the Trust to the Investment Adviser shall be determined as of the close of business on the last business day of each month by multiplying one-twelfth of the Annual Rate by the Average Portfolio Net Assets (hereinafter defined), calculated monthly as of such day. (b) For purposes of this paragraph 8, the "Average Portfolio Net Assets" shall be calculated monthly as of the last business day of each month and shall mean the sum of the net assets of the Portfolio calculated each business day during the month divided by the number of business days in the month (such net assets to be determined as of the close of business each business day and computed in the manner set forth in the Declaration of Trust of the Trust) . (c) The Investment Adviser agrees that its compensation for any fiscal year shall be reduced by the amount, if any, by which the expenses of the Portfolio for such fiscal year exceed the most restrictive state Blue Sky expense limitation in effect from time to time, to the extent required by such limitation. The Investment Adviser shall refund to the Portfolio the amount of any reduction of the Investment Adviser's compensation pursuant to this paragraph 8, reduced by the amount of any rebate paid directly to the Portfolio by any Sub-Adviser engaged by Investment Adviser, as promptly as practicable after the end of such fiscal year, provided that the Investment Adviser will not be required to pay the Portfolio an amount greater than the fee paid to the Investment Adviser in respect of such year pursuant to this Agreement. As used in this paragraph 8, "expenses" shall mean those expenses included in the most restrictive state Blue Sky limitation, having the broadest specification in such state's Blue Sky statute, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts of the average, of the values of an investment company's net assets for a fiscal year. The words "most restrictive state Blue Sky expense limitation" shall be construed to result in the largest reduction of the Investment Adviser's compensation for any fiscal year of the Portfolio; provided, however, that nothing in this Agreement shall require the Investment Adviser to reduce its fees if not required by an applicable statue or regulation referred to above in this paragraph 8.

Compensation of the Investment Adviser. (a) For all services the Services to be rendered by the Investment Adviser as provided to the Portfolio pursuant to in Sections 1 and Section 2 of this Agreement, the Trust Fund shall pay to the Investment Adviser, and the Investment Adviser agrees to accept as full compensation thereforpromptly as possible, an investment advisory fee, payable as soon as practicable after the last day of each month, calculated using an but in no event later than 15 business days after such last day of each month, a fee at the annual rate of [___] (..65% of the "Annual Rate")Fund's average weekly net assets or a flat fee of $50,000, whichever is higher. The monthly investment advisory first payment of the fee to shall be paid by made as promptly as possible at the Trust to end of the month next succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Investment Adviser for all services rendered pursuant to this Agreement prior to that date. In the event that the Investment Adviser's right to such fee commences to accrue on a date other than the first day of the month, the fee for such month shall be determined as based on the average weekly net assets of the close Fund in that month from the date of business commencement to the last day of the month. In the event of termination of this Agreement, the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of each days elapsed in the current month by multiplying one-twelfth as a percentage of the Annual Rate by total number of days in such month. The weekly net assets of the Average Portfolio Net Assets (hereinafter defined), calculated monthly as of such day. (b) For purposes of this paragraph 8, the "Average Portfolio Net Assets" Fund shall be calculated monthly as of determined on the second to last business day of each month week, or on the next business day on which the New York Stock Exchange is open for business, and shall mean be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board of Directors of the Fund. If, in any given year, the sum of the Fund's expenses exceeds two (2%) percent of the value of the Fund's average net assets of during such year the Portfolio calculated each business day during the month divided by the number of business days in the month (such net assets to be determined as of the close of business each business day and computed in the manner set forth in the Declaration of Trust of the Trust) . (c) The Investment Adviser agrees that its compensation for any fiscal year shall be reduced by the amount, if any, by which the expenses of the Portfolio for such fiscal year exceed the most restrictive state Blue Sky expense limitation in effect from time to time, to the extent required by such limitation. The Investment Adviser shall refund to the Portfolio the amount of any reduction of the Investment Adviser's compensation pursuant to this paragraph 8, reduced by the amount of any rebate paid directly to the Portfolio by any Sub-Adviser engaged by Investment Adviser, as promptly as practicable after the end of such fiscal year, provided that Fund may require the Investment Adviser will not be required to pay reimburse the Portfolio an amount greater than the fee paid Fund for such excess expenses promptly and in any event prior to the Investment Adviser in respect of such year pursuant to this Agreement. As used in this paragraph 8, "expenses" shall mean those expenses included in the most restrictive state Blue Sky limitation, having the broadest specification in such state's Blue Sky statute, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts publication of the average, of the values of an investment companyFund's net assets for a fiscal year. The words "most restrictive state Blue Sky expense limitation" shall be construed annual report to result in the largest reduction of the Investment Adviser's compensation for any fiscal year of the Portfoliostockholders; provided, however, that nothing in this Agreement shall require if after such reimbursement the Investment Adviser Adviser's annual compensation would be less than $50,000, then a minimum advisory fee of $50,000 will be paid. Interest, taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of the foregoing limitations and shall be borne by the Fund in any event. Expenditures, including costs incurred in connection with the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to reduce its fees if investment companies, are accounted for as capital items and not required by an applicable statue or regulation referred to above in this paragraph 8expenses.

Compensation of the Investment Adviser. (a) For all services the Services to be rendered by the Investment Adviser as provided to the Portfolio pursuant to in Sections 1 and Section 2 of this Agreement, the Trust Fund shall pay to the Investment Adviser, and the Investment Adviser agrees to accept as full compensation thereforpromptly as possible, an investment advisory fee, payable as soon as practicable after the last day of each month, calculated using an but in no event later than 15 business days after such last day of each month, a fee at the annual rate of [___] (0.65% of the "Annual Rate")Fund's average weekly net assets or a flat fee of $50,000, whichever is higher. The monthly investment advisory first payment of the fee to shall be paid by made as promptly as possible at the Trust to end of the month next succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Investment Adviser for all services rendered pursuant to this Agreement prior to that date. In the event that the Investment Adviser's right to such fee commences to accrue on a date other than the first day of the month, the fee for such month shall be determined as based on the average weekly net assets of the close Fund in that month from the date of business commencement to the last day of the month. In the event of termination of this Agreement, the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of each days elapsed in the current month by multiplying one-twelfth as a percentage of the Annual Rate by total number of days in such month. The weekly net assets of the Average Portfolio Net Assets (hereinafter defined), calculated monthly as of such day. (b) For purposes of this paragraph 8, the "Average Portfolio Net Assets" Fund shall be calculated monthly as of determined on the second to last business day of each month week, or on the next business day on which the New York Stock Exchange is open for business, and shall mean be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board of Directors of the Fund. If, in any given year, the sum of the Fund's expenses exceeds two (2%) percent of the value of the Fund's average net assets of during such year the Portfolio calculated each business day during the month divided by the number of business days in the month (such net assets to be determined as of the close of business each business day and computed in the manner set forth in the Declaration of Trust of the Trust) . (c) The Investment Adviser agrees that its compensation for any fiscal year shall be reduced by the amount, if any, by which the expenses of the Portfolio for such fiscal year exceed the most restrictive state Blue Sky expense limitation in effect from time to time, to the extent required by such limitation. The Investment Adviser shall refund to the Portfolio the amount of any reduction of the Investment Adviser's compensation pursuant to this paragraph 8, reduced by the amount of any rebate paid directly to the Portfolio by any Sub-Adviser engaged by Investment Adviser, as promptly as practicable after the end of such fiscal year, provided that Fund may require the Investment Adviser will not be required to pay reimburse the Portfolio an amount greater than the fee paid Fund for such excess expenses promptly and in any event prior to the Investment Adviser in respect of such year pursuant to this Agreement. As used in this paragraph 8, "expenses" shall mean those expenses included in the most restrictive state Blue Sky limitation, having the broadest specification in such state's Blue Sky statute, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts publication of the average, of the values of an investment companyFund's net assets for a fiscal year. The words "most restrictive state Blue Sky expense limitation" shall be construed annual report to result in the largest reduction of the Investment Adviser's compensation for any fiscal year of the Portfoliostockholders; provided, however, that nothing in this Agreement shall require if after such reimbursement the Investment Adviser Adviser's annual compensation would be less than $50,000, then a minimum advisory fee of $50,000 will be paid. Interest, taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of the foregoing limitations and shall be borne by the Fund in any event. Expenditures, including costs incurred in connection with the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to reduce its fees if investment companies, are accounted for as capital items and not required by an applicable statue or regulation referred to above in this paragraph 8expenses.

Compensation of the Investment Adviser. (a) For all the services to be rendered by the Investment Adviser as provided to the Portfolio pursuant to in Sections 1 and 2 of this Agreement, the Trust Fund shall pay to the Investment Adviser, and the Investment Adviser agrees to accept as full compensation thereforpromptly as possible, an investment advisory fee, payable as soon as practicable after the last day of each month, calculated using an a fee at the annual rate of [___] (.50% of the "Annual Rate")Fund's average net assets, based on the average weekly net asset value. The monthly investment advisory first payment of the fee shall be made as promptly as possible at the end of the month next succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Investment Adviser for all services rendered pursuant to this Agreement prior to that date. In the event that the Investment Adviser's right to such fee commences to accrue to a date other than the first day of the month, the fee provided in this Section shall be paid computed on the basis of the period beginning on the first business day on which this Agreement is in effect, subject to a pro rata adjustment based on the number of days in that period as a percentage of the total number of days in such month. In the event of termination of this Agreement, the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current fiscal month as a percentage of the total number of days in such month. The average weekly net asset value of the Fund shall in all cases be based only on those days when the New York Stock Exchange is open for business, and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Trust Board of Directors of the Fund. Each fee payment to the Investment Adviser shall be determined as accompanied by a report of the close of business on the last business day of each month by multiplying one-twelfth of the Annual Rate Fund prepared either by the Average Portfolio Net Assets (hereinafter defined), calculated monthly as Fund's Administrator or by a reputable firm of such day. (b) For purposes of this paragraph 8, the "Average Portfolio Net Assets" independent accountants which shall be calculated monthly as of the last business day of each month and shall mean the sum of the net assets of the Portfolio calculated each business day during the month divided by the number of business days in the month (such net assets to be determined as of the close of business each business day and computed in the manner set forth in the Declaration of Trust of the Trust) . (c) The Investment Adviser agrees that its compensation for any fiscal year shall be reduced by the amount, if any, by which the expenses of the Portfolio for such fiscal year exceed the most restrictive state Blue Sky expense limitation in effect from time to time, to the extent required by such limitation. The Investment Adviser shall refund to the Portfolio show the amount of any reduction of the Investment Adviser's compensation pursuant to this paragraph 8, reduced by the amount of any rebate paid directly to the Portfolio by any Sub-Adviser engaged by Investment Adviser, as promptly as practicable after the end of such fiscal year, provided that the Investment Adviser will not be required to pay the Portfolio an amount greater than the fee paid properly payable to the Investment Adviser in respect of such year pursuant to this Agreement. As used in this paragraph 8, "expenses" shall mean those expenses included in the most restrictive state Blue Sky limitation, having the broadest specification in such state's Blue Sky statute, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts of the average, of the values of an investment company's net assets for a fiscal year. The words "most restrictive state Blue Sky expense limitation" shall be construed to result in the largest reduction of the Investment Adviser's compensation for any fiscal year of the Portfolio; provided, however, that nothing in under this Agreement shall require and the Investment Adviser to reduce its fees if not required by an applicable statue or regulation referred to above in this paragraph 8detailed computation thereof.