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 .65% (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

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 .65.50% (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 willwill 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 statute or regulation referred to above in this paragraph 8.

Compensation of the Investment Adviser. (a) For all As compensation for management services and for services provided by the Investment Adviser (or, in the case of administrative services, an affiliate of the Investment Adviser), the Fund agrees to pay to the Portfolio pursuant to Investment Adviser a management fee (the "Management Fee") computed at the annual rate of 1.25% of the Fund's net assets, accrued daily. The Management Fee will be due and payable in arrears within five business days after the end of each month. For purposes of this Agreement, net assets of the Trust Fund shall pay be calculated pursuant to the procedures adopted by the Board of Trustees of the Fund for calculating the value of the Fund's assets or delegating such calculations to third parties. (b) As further compensation for management services provided by the Investment Adviser, subject to the proviso in the last sentence of this paragraph (b) and paragraph (c) below, the Investment Adviser Fund 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 .65% (the "Annual Rate"). The monthly investment advisory fee to be paid by the Trust pay to the Investment Adviser an incentive fee (an "Incentive Fee") in an amount equal to 20% of each Separate Investment Account's net profit ("Net Profit") for any Fiscal Period, which, with respect to any Fiscal Period, shall be an amount equal to such Separate Investment Account's realized and unrealized gains and investment income net of realized and unrealized depreciation, investment loss and allocated expenses (allocated in accordance with the Registration Statement). Incentive Fees will be determined as of the close of business on the last business day of each month by multiplying one-twelfth a Fiscal Period and will be paid promptly thereafter from the assets of such Separate Investment Account to which the Incentive Fee is attributable; provided that, in the event that an Incentive Fee is payable with respect to a Fiscal Period that is not the Fund's fiscal year end, only that portion of the Annual Rate Incentive Fee that is attributable to the Net Profit of the portion of the Separate Investment Account's assets reduced by the Average Portfolio Net Assets Fund to fund shareholder repurchase requests (hereinafter defined), calculated monthly as of set forth in the Registration Statement) will be paid to the Investment Adviser for such dayfiscal period. (bc) No Incentive Fee with respect to a Separate Investment Account will be payable for any Fiscal Period unless the positive balance in such Separate Investment Account's cumulative loss account from prior Fiscal Periods (if any) has been reduced to zero by such Separate Investment Account's cumulative Net Profit. Upon the commencement of the Fund's operations, a cumulative loss account will be established for each Separate Investment Account which will be credited with the dollar amount of that Separate Investment Account's Cumulative Loss on a daily basis. If the assets of a Separate Investment Account are reduced by the Fund at the close of a Fiscal Period when such Separate Investment Account's cumulative loss account has a positive balance, the amount of such Separate Investment Account's cumulative loss account will be reduced (but not below zero) in proportion to the reduction in assets from such Separate Investment Account. (d) 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 willAgreement,

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 .65.55% (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 willwill 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 statute or regulation referred to above in this paragraph 8.

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 .65..65% (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 willwill 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 statute or regulation referred to above in this paragraph 8.

Compensation of the Investment Adviser. (a) For all As compensation for management services provided and for services furnished by, or arranged to be furnished by, the Investment Adviser (or, in the case of administrative services, an affiliate of the Investment Adviser), the Fund agrees to pay to the Portfolio pursuant to Investment Adviser a management fee (the "Management Fee") computed at the annual rate of 1.25% of the Fund's daily net assets. The Management Fee will be due and payable in arrears within five business days after the end of each month. For purposes of this Agreement, net assets of the Trust Fund shall pay be calculated pursuant to the procedures adopted by the Board of Trustees of the Fund for calculating the value of the Fund's assets or delegating such calculations to third parties. (b) As further compensation for management services provided by the Investment Adviser, subject to the proviso in the last sentence of this paragraph (b) and paragraph (c) below and to the requirements of the 1940 Act and the Investment Adviser Advisers Act, the Fund 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 .65% (the "Annual Rate"). The monthly investment advisory fee to be paid by the Trust pay to the Investment Adviser an incentive fee (an "Incentive Fee") in an amount equal to 20% of each Separate Investment Account's net profit ("Net Profit") for any Fiscal Period, which, with respect to any Fiscal Period, shall be an amount equal to such Separate Investment Account's realized and unrealized gains and investment income net of realized and unrealized depreciation, investment loss and allocated expenses (allocated in accordance with the Registration Statement). Incentive Fees will be determined as of the close of business on the last business day of each month by multiplying one-twelfth a Fiscal Period and will be paid promptly thereafter from the assets of such Separate Investment Account to which the Incentive Fee is attributable; provided that, in the event that an Incentive Fee is payable with respect to a Fiscal Period that is not the Fund's fiscal year end, only that portion of the Annual Rate Incentive Fee that is attributable to the Net Profit of the portion of the Separate Investment Account's assets reduced by the Average Portfolio Net Assets Fund to fund shareholder repurchase requests (hereinafter defined), calculated monthly as of set forth in the Registration Statement) will be paid to the Investment Adviser for such dayfiscal period. (bc) No Incentive Fee with respect to a Separate Investment Account will be payable for any Fiscal Period unless the positive balance in such Separate Investment Account's cumulative loss account from prior Fiscal Periods (if any) has been reduced to zero by such Separate Investment Account's cumulative Net Profit. Upon the commencement of the Fund's operations, a cumulative loss account will be established for each Separate Investment Account which will be credited with the dollar amount of that Separate Investment Account's Cumulative Loss on a daily basis. If the assets of a Separate Investment Account are reduced by the Fund at the close of a Fiscal Period when such Separate Investment Account's cumulative loss account has a positive balance, the amount of such Separate Investment Account's cumulative loss account will be reduced (but not below zero) in proportion to the reduction in assets from such Separate Investment Account. (d) 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 willAgreement,