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: AVERAGE DAILY FEE AS A PERCENT PER ANNUM NET ASSETS OF AVERAGE DAILY NET ASSETS ------------------ --------------------------- First $500 million 0.42% Next $750 million 0.35% Over $1.25 billion 0.22% 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 Vxx Xxxxxx Investments 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 Funds 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 Vxx Xxxxxx Investments Inc. to receive in connection with Funds 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 Funds 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 Advisers 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 Vxx Xxxxxx Funds Inc., the distributor of the Funds 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: AVERAGE DAILY FEE AS A PERCENT PER ANNUM NET ASSETS OF AVERAGE DAILY NET ASSETS ------------------ --------------------------- First .40% on the first $500 million 0.42of the Fund's average daily net assets; .375% Next on the next $750 500 million 0.35of the Fund's average daily net assets; and .350% Over of any excess over $1.25 billion 0.22% 1 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 Vxx Van Xxxxxx Investments Xxxestments 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 Funds 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 Vxx Van Xxxxxx Investments Xxxestments Inc. to receive in connection with Funds 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 Funds 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 Advisers 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 Vxx Van Xxxxxx Funds Xxxds Inc., the distributor of the Funds 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: AVERAGE DAILY FEE AS A PERCENT PER ANNUM NET ASSETS OF AVERAGE DAILY NET ASSETS ------------------ --------------------------- First $500 million 0.420.80% Next $750 500 million 0.350.75% Over $1.25 1 billion 0.220.70% 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 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 Vxx Xxx Xxxxxx Investments 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 Funds 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 Vxx Xxx Xxxxxx Investments Inc. to receive in connection with Funds the 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 Funds average daily net assets plus 1% of any excess over $30 millionstates where the Fund's shares are qualified for sale, the compensation due the Adviser for such fiscal year shall be reduced by the amount of such excess. The Advisers 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 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 Vxx Xxx Xxxxxx Funds Inc., the distributor of the Funds 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 19401940 as amended from time to time. 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: AVERAGE DAILY FEE AS A PERCENT PER ANNUM NET ASSETS OF AVERAGE DAILY NET ASSETS ------------------ --------------------- --------------------------- First $500 million 0.42% Next $750 million 0.35% Over $1.25 billion 0.22% 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 Vxx Xxx Xxxxxx Investments 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 Funds 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 Vxx Xxx Xxxxxx Investments Inc. to receive in connection with Funds 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 Funds 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 Advisers 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 Vxx Xxx Xxxxxx Funds Inc., the distributor of the Funds 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.