Common use of COMPENSATION PAYABLE TO THE ADVISER Clause in Contracts

COMPENSATION PAYABLE TO THE ADVISER. The FUND shall pay to the ADVISER, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISER, a monthly fee computed at the following annual rate: [advisory fee schedule] Average daily net assets shall be determined by taking the average of the net assets for each business day during a given calendar month calculated in the manner provided in the FUND's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER by the FUND pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISER, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc., in connection with the purchase and sale of portfolio investments of the FUND, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUND's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc. to receive in connection with FUND's portfolio transactions or other arrangements which may benefit the FUND. In the event that the ordinary business expenses of the FUND for any fiscal year should exceed 1.5% of the first $30 million of the FUND's average daily net assets plus 1% of any excess over $30 million, the compensation due the ADVISER for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUND, and if such amount should exceed such monthly compensation, the ADVISER shall pay the FUND an amount sufficient to make up the deficiency, subject to readjustment during the FUND's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND shall include the investment advisory fee and other operating expenses paid by the FUND except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUND; (iv) as a result of litigation involving a defense against a liability asserted against the FUND, provided that, if the ADVISER made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND to its officers and trustees and the ADVISER in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Inc., the distributor of the FUND's shares, in connection with a distribution plan adopted by the FUND's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND shall pay to the ADVISER, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISER, a monthly fee computed at the following annual raterates: [advisory fee schedule] .50% on the first $1 billion of the FUND's average daily net assets; .45% on the next $1 billion of the FUND's average daily net assets; .40% on the next $1 billion of the FUND's average daily net assets; and .35% of any excess over $3 billion. Average daily net assets shall be determined by taking the average of the net assets for each business day during a given calendar month calculated in the manner provided in the FUND's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER by the FUND pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISER, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc., in connection with the purchase and sale of portfolio investments of the FUND, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUND's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc. to receive in connection with FUND's portfolio transactions or other arrangements which may benefit the FUND. In the event that the ordinary business expenses of the FUND for any fiscal year should exceed 1.5% of the first $30 million of the FUND's average daily net assets plus 1% of any excess over $30 million, the compensation due the ADVISER for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUND, and if such amount should exceed such monthly compensation, the ADVISER shall pay the FUND an amount sufficient to make up the deficiency, subject to readjustment during the FUND's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND shall include the investment advisory fee and other operating expenses paid by the FUND except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUND; (iv) as a result of litigation involving a defense against a liability asserted against the FUND, provided that, if the ADVISER made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND to its officers and trustees and the ADVISER in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Inc., the distributor of the FUND's shares, in connection with a distribution plan adopted by the FUND's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND Fund shall pay to the ADVISERAdviser, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISERAdviser, a monthly fee computed at the following annual rate: [advisory fee schedule] rate of 0.30% applied to the Fund's average daily net assets. Average daily net assets shall be determined by taking the average of the net assets for each business day during a given calendar month calculated in the manner provided in the FUNDFund's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER Adviser by the FUND Fund pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISERAdviser, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Van Kampen Investments Inc., in connection with the purchase and sale of portfolio saxx xx xxxxfolio investments of the FUNDFund, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER Adviser shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUNDFund's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER Adviser or any other direct or indirect majority owned subsidiary of VK/AC Holding, Van Kampen Investments Inc. to receive in connection with FUNDFund's portfolio transactions poxxxxxxx xxansactions or other arrangements which may benefit the FUNDFund. In the event that the ordinary business expenses of the FUND Fund for any fiscal year should exceed 1.5% of the first $30 million of the FUNDFund's average daily net assets plus 1% of any excess over $30 million, the compensation due the ADVISER Adviser for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUNDFund, and if such amount should exceed such monthly compensation, the ADVISER Adviser shall pay the FUND Fund an amount sufficient to make up the deficiency, subject to readjustment during the FUNDFund's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND Fund shall include the investment advisory fee and other operating expenses paid by the FUND Fund except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUNDFund; (iv) as a result of litigation involving a defense against a liability asserted against the FUNDFund, provided that, if the ADVISER Adviser made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND Fund to its officers and trustees and the ADVISER Adviser in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Kampen Funds Inc., the distributor of the FUNDFund's shares, in connection with conxxxxxxx xxth a distribution plan adopted by the FUNDFund's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER Adviser shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND shall pay to the ADVISER, as compensation for the services rendered, facilities furnished rendered and expenses paid by the ADVISER, with respect to the Global Equity, a monthly fee computed at 1.00%, per annum, of the following annual rate: [Portfolio's average daily net assets and with respect to Global Government, a monthly fee computed at .75%, per annum of the Portfolio's average daily net assets. For purposes of these calculations, assets of each Portfolio shall be considered separately in calculating the investment advisory fee schedule] fee. Average daily net assets of these Portfolios shall be determined by taking the average of the net assets for each business day during a given calendar month month, calculated in the manner provided in the FUND's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER by the FUND pursuant to this Section 3 6 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISER, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc., in connection with the purchase and sale of portfolio investments of the FUND, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUND's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc. to receive in connection with FUND's portfolio transactions or other arrangements which may benefit the FUND. In the event that the ordinary business expenses of the FUND FUND, calculated separately for each Portfolio, for any fiscal year should exceed 1.5% of the first $30 million of most restrictive expense limitation applicable in the states where the FUND's average daily net assets plus 1% of any excess over $30 millionshares are qualified for sale, the compensation due the ADVISER for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUND, and if such amount should exceed such monthly compensation, the ADVISER shall pay the FUND an amount sufficient to make up the deficiency, subject to readjustment during the FUND's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND shall include the investment advisory fee and other operating expenses paid by the FUND except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUND; (iv) as a result of litigation involving a defense against a liability asserted against the FUND, provided that, if the ADVISER made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND to its officers and trustees and the ADVISER in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Inc., the distributor of the FUND's shares, in connection with a distribution plan adopted by the FUND's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND shall pay to the ADVISER, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISER, a monthly fee computed at the following annual rate: [advisory fee schedule] .60% of average daily net assets Average daily net assets shall be determined by taking the average of the net assets for each business day during a given calendar month calculated in the manner provided in the FUND's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER by the FUND pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISER, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc., in connection with the purchase and sale of portfolio investments of the FUND, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUND's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc. to receive in connection with FUND's portfolio transactions or other arrangements which may benefit the FUND. In the event that the ordinary business expenses of the FUND for any fiscal year should exceed 1.5% of the first $30 million of most restrictive expense limitation applicable in the states where the FUND's average daily net assets plus 1% of any excess over $30 millionshares are qualified for sale, the compensation due the ADVISER for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUND, and if such amount should exceed such monthly compensation, the ADVISER shall pay the FUND an amount sufficient to make up the deficiency, subject to readjustment during the FUND's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND shall include the investment advisory fee and other operating expenses paid by the FUND except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUND; (iv) as a result of litigation involving a defense against a liability asserted against the FUND, provided that, if the ADVISER made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND to its officers and trustees and the ADVISER in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Inc., the distributor of the FUND's shares, in connection with a distribution plan adopted by the FUND's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND Fund shall pay to the ADVISERAdviser, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISERAdviser, a monthly fee computed at the following annual rate: [advisory fee schedule] AVERAGE DAILY FEE AS A PERCENT PER ANNUM NET ASSETS OF AVERAGE DAILY NET ASSETS ------------------ --------------------------- First $500 million 0.420% Next $250 million 0.345% Next $250 million 0.295% Next $1 billion 0.270% Next $1 billion 0.245% Over $3 billion 0.220% Average daily net assets shall be determined by taking the average of the net assets for each business day during a given calendar month calculated in the manner provided in the FUNDFund's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER Adviser by the FUND Fund pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISERAdviser, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Van Kampen Investments Inc., in connection with the purchase and sale of axx xxxx xx portfolio investments of the FUNDFund, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER Adviser shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUNDFund's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER Adviser or any other direct or indirect majority owned subsidiary of VK/AC Holding, Van Kampen Investments Inc. to receive in connection with FUNDFund's portfolio poxxxxxxx transactions or other arrangements which may benefit the FUNDFund. In the event that the ordinary business expenses of the FUND Fund for any fiscal year should exceed 1.5% of the first $30 million of most restrictive expense limitation applicable in the FUNDstates where the Fund's average daily net assets plus 1% of any excess over $30 millionshares are qualified for sale, the compensation due the ADVISER Adviser for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month months during such fiscal year of the FUNDFund, and if such amount should exceed such monthly compensation, the ADVISER Adviser shall pay the FUND Fund an amount sufficient to make up the deficiency, subject to readjustment during the FUNDFund's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND Fund shall include the investment advisory fee and other operating expenses paid by the FUND Fund except (i) for For interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUNDFund; (iv) as a result of litigation involving a defense against a liability asserted against the FUNDFund, provided that, if the ADVISER Adviser made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND Fund to its officers and trustees and the ADVISER Adviser in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Kampen Funds Inc., the distributor of the FUNDFund's shares, in connection ix xxxxxxxxon with a distribution plan adopted by the FUNDFund's Trustees pursuant to Rule 12b-1 12b-l under the Investment Company Act of 19401940 as amended from time to time. If the ADVISER Adviser shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND shall pay to the ADVISER, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISER, a monthly fee computed at the following annual rate: [advisory fee schedule] .50% on the first $1 billion of the FUND's average daily net assets; .45% on the next $1 billion of the FUND's average daily net assets; .40% on the next $1 billion of the FUND's average daily net assets; and .35% of any excess over $3 billion. Average daily net assets shall be determined by taking the average of the net assets for each business day during a given calendar month calculated in the manner provided in the FUND's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER by the FUND pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISER, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc., in connection with the purchase and sale of portfolio investments of the FUND, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUND's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc. to receive in connection with FUND's portfolio transactions or other arrangements which may benefit the FUND. In the event that the ordinary business expenses of the FUND for any fiscal year should exceed 1.5% of the first $30 million of the FUND's average daily net assets plus 1% of any excess over $30 million, the compensation due the ADVISER for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUND, and if such amount should exceed such monthly compensation, the ADVISER shall pay the FUND an amount sufficient to make up the deficiency, subject to readjustment during the FUND's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND shall include the investment advisory fee and other operating expenses paid by the FUND except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUND; (iv) as a result of litigation involving a defense against a liability asserted against the FUND, provided that, if the ADVISER made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND to its officers and trustees and the ADVISER in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Inc., the distributor of the FUND's shares, in connection with a distribution plan adopted by the FUND's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND TRUST shall pay to the ADVISER, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISER, a monthly fee computed at the following annual rate: [.50% on the first $500 million of the Portfolios' average daily net assets; .45% on the next $500 million of the Portfolios' average daily net assets; .and .40% of any excess over $1 billion. For purposes of this calculation, assets of such Portfolios shall be combined in calculating the investment advisory fee. Each Portfolio shall bear its pro rata share of such fee schedule] based upon its average daily net assets. Average daily net assets shall be determined by taking the average of the net assets for each business day (for each calendar day, in the case of the Money Market Portfolio) during a given calendar month calculated in the manner provided in the FUNDTRUST's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER by the FUND TRUST pursuant to this Section 3 4 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISER, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc., in connection with the purchase and sale of portfolio investments of the FUNDTRUST, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUNDTRUST's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc. to receive in connection with FUNDTRUST's portfolio transactions or other arrangements which may benefit the FUNDTRUST. In the event that the ordinary business expenses of the FUND TRUST for any fiscal year should exceed 1.5.95% of the first $30 million of the FUND's average daily net assets plus 1% of any excess over $30 millionassets, the compensation due the ADVISER for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUNDTRUST, and if such amount should exceed such monthly compensation, the ADVISER shall pay the FUND TRUST an amount sufficient to make up the deficiency, subject to readjustment during the FUNDTRUST's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND TRUST shall include the investment advisory fee and other operating expenses paid by the FUND TRUST except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUNDTRUST; (iv) as a result of litigation involving a defense against a liability asserted against the FUNDTRUST, provided that, if the ADVISER made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; and (v) any indemnification paid by the FUND TRUST to its officers and trustees and the ADVISER in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Inc., the distributor of the FUND's shares, in connection with a distribution plan adopted by the FUND's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND Fund shall pay to the ADVISERAdviser, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISERAdviser, a monthly fee computed at the following annual rate: [advisory fee schedule] AVERAGE DAILY FEE AS A PERCENT PER ANNUM NET ASSETS OF AVERAGE DAILY NET ASSETS ------------------ --------------------------- First $500 million 0.80% Next $500 million 0.75% Over $1 billion 0.70% Average daily net assets shall be determined by taking the average of the net assets for each business day during a given calendar month calculated in the manner provided in the FUNDFund's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER Adviser by the FUND Fund pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISERAdviser, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Van Kampen Investments Inc., in connection with the purchase and sale of portfolio saxx xx xxxxfolio investments of the FUNDFund, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER Adviser shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUNDFund's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER Adviser or any other direct or indirect majority owned subsidiary of VK/AC Holding, Van Kampen Investments Inc. to receive in connection with FUND's portfolio the Fund'x xxxxxxxxo transactions or other arrangements which may benefit the FUNDFund. In the event that the ordinary business expenses of the FUND Fund for any fiscal year should exceed 1.5% of the first $30 million of most restrictive expense limitation applicable in the FUNDstates where the Fund's average daily net assets plus 1% of any excess over $30 millionshares are qualified for sale, the compensation due the ADVISER Adviser for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month months during such fiscal year of the FUNDFund, and if such amount should exceed such monthly compensation, the ADVISER Adviser shall pay the FUND Fund an amount sufficient to make up the deficiency, subject to readjustment during the FUNDFund's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND Fund shall include the investment advisory fee and other operating expenses paid by the FUND Fund except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUNDFund; (iv) as a result of litigation involving a defense against a liability asserted against the FUNDFund, provided that, if the ADVISER Adviser made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND Fund to its officers and trustees and the ADVISER Adviser in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Kampen Funds Inc., the distributor of the FUNDFund's shares, in connection with conxxxxxxx xxth a distribution plan adopted by the FUNDFund's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 19401940 as amended from time to time. If the ADVISER Adviser shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND Fund shall pay to the ADVISERAdviser, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISERAdviser, a monthly fee computed at the following annual rate: [advisory fee schedule] rate of 0.30% applied to the Fund's average daily net assets. Average daily net assets shall be determined by taking the average of the net assets for each business day during a given calendar month calculated in the manner provided in the FUNDFund's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER Adviser by the FUND Fund pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISERAdviser, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Xxx Xxxxxx Investments Inc., in connection with the purchase and sale of portfolio investments of the FUNDFund, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER Adviser shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUNDFund's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER Adviser or any other direct or indirect majority owned subsidiary of VK/AC Holding, Xxx Xxxxxx Investments Inc. to receive in connection with FUNDFund's portfolio transactions or other arrangements which may benefit the FUNDFund. In the event that the ordinary business expenses of the FUND Fund for any fiscal year should exceed 1.5% of the first $30 million of the FUNDFund's average daily net assets plus 1% of any excess over $30 million, the compensation due the ADVISER Adviser for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUNDFund, and if such amount should exceed such monthly compensation, the ADVISER Adviser shall pay the FUND Fund an amount sufficient to make up the deficiency, subject to readjustment during the FUNDFund's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND Fund shall include the investment advisory fee and other operating expenses paid by the FUND Fund except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUNDFund; (iv) as a result of litigation involving a defense against a liability asserted against the FUNDFund, provided that, if the ADVISER Adviser made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND Fund to its officers and trustees and the ADVISER Adviser in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxx Xxxxxx Xxxrican Capital Distributors, Funds Inc., the distributor of the FUNDFund's shares, in connection with a distribution plan adopted by the FUNDFund's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER Adviser shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND shall pay to the ADVISER, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISER, a monthly fee computed at the following annual rate: [advisory fee schedule] rate of 1.00% of the FUND's average daily net assets. Average daily net assets shall be determined by taking the average of the net assets for each business day during a given calendar month calculated in the manner provided in the FUND's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER by the FUND pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISER, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc., in connection with the purchase and sale of portfolio investments of the FUND, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUND's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc. to receive in connection with FUND's portfolio transactions or other arrangements which may benefit the FUND. In the event that the ordinary business expenses of the FUND for any fiscal year should exceed 1.5% of the first $30 million of the FUND's average daily net assets plus 1% of any excess over $30 million, the compensation due the ADVISER for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUND, and if such amount should exceed such monthly compensation, the ADVISER shall pay the FUND an amount sufficient to make up the deficiency, subject to readjustment during the FUND's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND shall include the investment advisory fee and other operating expenses paid by the FUND except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUND; (iv) as a result of litigation involving a defense against a liability asserted against the FUND, provided that, if the ADVISER made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND to its officers and trustees and the ADVISER in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Inc., the distributor of the FUND's shares, in connection with a distribution plan adopted by the FUND's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND shall pay to the ADVISER, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISER, a monthly fee computed at the following annual rate: [advisory fee schedule] .625% on the first $150 million of the FUND's average daily net assets; .55% on the next $150 million of the FUND's average daily net assets; and .50% of any excess over $300 million. Average daily net assets shall be determined by taking the average of the net assets for each business day during a given calendar month calculated in the manner provided in the FUND's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER by the FUND pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISER, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc., in connection with the purchase and sale of portfolio investments of the FUND, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUND's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc. to receive in connection with FUND's portfolio transactions or other arrangements which may benefit the FUND. In the event that the ordinary business expenses of the FUND for any fiscal year should exceed 1.5% of the first $30 million of most restrictive expense limitation applicable in the states where the FUND's average daily net assets plus 1% of any excess over $30 millionshares are qualified for sale, the compensation due the ADVISER for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUND, and if such amount should exceed such monthly compensation, the ADVISER shall pay the FUND an amount sufficient to make up the deficiency, subject to readjustment during the FUND's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND shall include the investment advisory fee and other operating expenses paid by the FUND except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUND; (iv) as a result of litigation involving a defense against a liability asserted against the FUND, provided that, if the ADVISER made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND to its officers and trustees and the ADVISER in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Inc., the distributor of the FUND's shares, in connection with a distribution plan adopted by the FUND's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND Fund shall pay to the ADVISERAdviser, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISERAdviser, a monthly fee computed at the following annual rate: [advisory fee schedule] Average daily rate of 0.30% of the Fund's average net assets. The Adviser hereby agrees that it shall look for payment of such compensation solely to the Fund's assets and not to any personal assets of any partner of the Fund. Such average net assets shall be determined by taking the average of all of the determinations of net assets asset value, made in the manner provided in the Fund's Certificate and Agreement of Limited Partnership, for each business day during a given calendar month calculated in the manner provided in the FUND's Declaration of Trustmonth. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER Adviser by the FUND Fund pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISERAdviser, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc.Van Kampen Investments Inc. or its successor, in connection with the purchase thx xxxxxxxx and sale of portfolio investments of the FUNDFund, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER Adviser shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUNDFund's portfolio transactions and shall advise the Trustees Managing General Partners of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER Adviser, or any other direct or indirect majority owned subsidiary of VK/AC HoldingVan Kampen Investments Inc. or its successor, Inc. to receive in connection with FUNDconnectxxx xxxx Xund's portfolio transactions or other arrangements which may benefit the FUNDFund. In the event that the ordinary business expenses of the FUND Fund for any fiscal year should exceed 1.51 1/2% of the first $30 million of the FUNDFund's average daily net assets determined in the manner described in Section 3, plus 1% of any excess over $30 millionmillion of such average daily net assets so taken, the compensation due the ADVISER Adviser for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUNDFund, and if such amount should exceed such monthly compensation, the ADVISER Adviser shall pay the FUND Fund an amount sufficient to make up the deficiency, subject to readjustment during the FUNDFund's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND Fund shall include the investment advisory fee and other operating exclude expenses paid incurred by the FUND except Fund (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUNDFund; (iv) as a result of litigation involving a defense against a liability asserted against the FUNDFund, provided that, if the ADVISER Adviser made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND Fund to its officers and trustees Managing General Partners and the ADVISER Adviser in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Inc., the distributor of the FUND's shares, in connection with a distribution plan adopted by the FUND's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER Adviser shall serve for less than the whole of any month, the foregoing compensation shall be prorated.

COMPENSATION PAYABLE TO THE ADVISER. The FUND shall pay to the ADVISER, as compensation for the services rendered, facilities furnished and expenses paid by the ADVISER, a monthly fee computed at the following annual rate: [advisory fee schedule] .50% on the first $150 million of the FUND's average daily net assets; .45% on the next $100 million of the FUND's average daily net assets; .40% on the next $100 million of the FUND's average daily net assets; and .35% of any excess over $350 million. Average daily net assets shall be determined by taking the average of the net assets for each business day during a given calendar month calculated in the manner provided in the FUND's Declaration of Trust. Such fee shall be payable for each calendar month as soon as practicable after the end of that month. The fees payable to the ADVISER by the FUND pursuant to this Section 3 shall be reduced by any commissions, tender solicitation and other fees, brokerage or similar payments received by the ADVISER, or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc., in connection with the purchase and sale of portfolio investments of the FUND, less any direct expenses incurred by such person, in connection with obtaining such commissions, fees, brokerage or similar payments. The ADVISER shall use its best efforts to recapture all available tender offer solicitation fees and exchange offer fees in connection with the FUND's portfolio transactions and shall advise the Trustees of any other commissions, fees, brokerage or similar payments which may be possible for the ADVISER or any other direct or indirect majority owned subsidiary of VK/AC Holding, Inc. to receive in connection with FUND's portfolio transactions or other arrangements which may benefit the FUND. In the event that the ordinary business expenses of the FUND for any fiscal year should exceed 1.5% of the first $30 million of the FUND's average daily net assets plus 1% of any excess over $30 million, the compensation due the ADVISER for such fiscal year shall be reduced by the amount of such excess. The Adviser's compensation shall be so reduced by a reduction or a refund thereof, at the time such compensation is payable after the end of each calendar month during such fiscal year of the FUND, and if such amount should exceed such monthly compensation, the ADVISER shall pay the FUND an amount sufficient to make up the deficiency, subject to readjustment during the FUND's fiscal year. For purposes of this paragraph, all ordinary business expenses of the FUND shall include the investment advisory fee and other operating expenses paid by the FUND except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a result of litigation in connection with a suit involving a claim for recovery by the FUND; (iv) as a result of litigation involving a defense against a liability asserted against the FUND, provided that, if the ADVISER made the decision or took the actions which resulted in such claim, it acted in good faith without negligence or misconduct; (v) any indemnification paid by the FUND to its officers and trustees and the ADVISER in accordance with applicable state and federal laws as a result of such litigation; and (vi) amounts paid to Van Xxxxxx Xxxrican Capital Distributors, Inc., the distributor of the FUND's shares, in connection with a distribution plan adopted by the FUND's Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940. If the ADVISER shall serve for less than the whole of any month, the foregoing compensation shall be prorated.