Common use of Adviser’s Compensation Clause in Contracts

Adviser’s Compensation. The Funds shall pay to the Adviser, as compensation for the Adviser’s services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Funds. The portion of such compensation under this Agreement that is expected to be retained by the Adviser (as opposed to being paid by the Adviser to a third-party for services or licenses provided with respect to the Fund) (the “Interim Compensation”) shall be held in an interest-bearing escrow account held with the Fund’s custodian or with a bank. The Adviser may, but is not required to, opt to waive any interest from such account and/or permit the Interim Compensation to be held in a designated Trust account rather than an interest-bearing escrow account. If this Agreement is terminated prior to the end of any calendar month, the management fee for the Fund shall be prorated. Pursuant to Rule 15a-4 under the 1940 Act, if the holders of a majority of the Fund’s outstanding voting securities approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the full Interim Compensation will be paid to the Adviser. If the holders of a majority of the Fund's outstanding voting securities do not approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the Adviser will be paid the lesser of (a) any costs incurred in performing under this Agreement; or (b) the full Interim Compensation (including any interest earned, if applicable). The method for determining net assets of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund’s prospectus. 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 month as a percentage of the total number of days in such month. Except as may otherwise be prohibited by law or regulation (including any then current Commission staff interpretations), the Adviser may, in its sole discretion and from time to time, waive a portion of its fee.

Adviser’s Compensation. The Funds shall pay to the Adviser, as compensation for the Adviser’s services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Funds. The portion of such compensation under this Agreement that is expected to be retained by the Adviser (as opposed to being paid by the Adviser to a third-party for services or licenses provided with respect to the Fund) (the “Interim Compensation”) shall be held in an interest-bearing escrow account held with the Fund’s 's custodian or with a bank. The Adviser may, but is not required to, opt to waive any interest from such account and/or permit the Interim Compensation to be held in a designated Trust account rather than an interest-bearing escrow account. If this Agreement is terminated prior to the end of any calendar month, the management fee for the Fund shall be prorated. Pursuant to Rule 15a-4 under the 1940 Act, if the holders of a majority of the Fund’s 's outstanding voting securities approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the full Interim Compensation will be paid to the Adviser. If the holders of a majority of the Fund's outstanding voting securities do not approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the Adviser will be paid the lesser of (a) any costs incurred in performing under this Agreement; or (b) the full Interim Compensation (including any interest earned, if applicable). The method for determining net assets of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund’s prospectus. 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 month as a percentage of the total number of days in such month. Except as may otherwise be prohibited by law or regulation (including any then current Commission staff interpretations), the Adviser may, in its sole discretion and from time to time, waive a portion of its fee.

Adviser’s Compensation. The Funds shall pay to the Adviser, as compensation for the Adviser’s services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly quarterly in arrears by the Funds. The portion of such compensation under this Agreement that is expected to be retained by the Adviser (as opposed to being paid by the Adviser to a third-party for services or licenses provided with respect to the Fund) (the “Interim Compensation”) shall be held in an interest-bearing escrow account held with the Fund’s custodian or with a bank. The Adviser may, but is not required to, opt to waive any interest from such account and/or permit the Interim Compensation to be held in a designated Trust account rather than an interest-bearing escrow account. If this Agreement is terminated prior to the end of any calendar month, the management fee for the Fund shall be prorated. Pursuant to Rule 15a-4 under the 1940 Act, if the holders of a majority of the Fund’s outstanding voting securities approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the full Interim Compensation will be paid to the Adviser. If the holders of a majority of the Fund's outstanding voting securities do not approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the Adviser will be paid the lesser of (a) any costs incurred in performing under this Agreement; or (b) the full Interim Compensation (including any interest earned, if applicable). The method for determining net assets of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund’s prospectusProspectus. 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 month as a percentage of the total number of days in such month. Except as may otherwise be prohibited by law or regulation (including any then current Commission SEC staff interpretations), the Adviser may, in its sole discretion and from time to time, waive a portion of its fee. The Adviser has applied for No-Action relief (the “No-Action Request Letter”) from the SEC requesting the assurance of the SEC staff of the SEC’s Division of Investment Management (the “Staff”) that the Staff will not recommend enforcement action to the SEC under Section 205(a)(1) under the Investment Advisers Act of 1940 against the Adviser if the Adviser offers an advisory fee rebate under the conditions outlined in the No-Action Request Letter to the Funds (the “Proposed Fee Rebate”). If the No-Action Relief is granted by the Staff, the Trust and the Adviser agree that the Adviser will rebate investment advisory fees for the Funds that experience negative performance versus an appropriate broad-based securities market index benchmark (the “Benchmark”) in each of the three (3) months of a calendar quarter. The amount of the rebate will be equal to 100% of the quarterly advisory fee paid by the relevant Fund for the calendar quarter in which the Fund experienced such negative performance as compared to its benchmark. If the relief is granted, the Adviser will, subject to the Board’s oversight, apply the Proposed Fee Rebate to each Fund it manages for one (1) year from the launch of the Fund (or, if the No-Action Relief has not been granted prior to the launch date of a Fund, then one (1) year from the date the No-Action Relief is granted) (the “One Year Period”) without the need for shareholder approval. After the One Year Period, the Proposed Fee Rebate can be extended or terminated in the Adviser’s discretion without the need for shareholder approval. In the event that the No-Action Relief is granted, the Funds’ shareholders will be notified of its effectiveness. In addition, in the event that the Proposed Fee Rebate will be terminated with respect to a Fund after the One Year Period, the Adviser will provide ninety (90) days’ advance written notice to the shareholders in the Fund. The use of the Proposed Fee Rebate with respect to a Fund will be subject to certain conditions that will be set forth in the SEC’s No-Action Relief, if such Relief is granted. The SEC has not granted the Adviser’s application for No-Action Relief to allow the Proposed Fee Rebate, and there is no guarantee that such Relief will be granted.

Adviser’s Compensation. The Funds shall pay to the Adviser, as compensation for the Adviser’s services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Funds. The portion of such compensation under this Agreement that is expected to be retained by the Adviser (as opposed to being paid by the Adviser to a third-party for services or licenses provided with respect to the Fund) (the “Interim Compensation”) shall be held in an interest-bearing escrow account held with the Fund’s custodian or with a bank. The Adviser may, but is not required to, opt to waive any interest from such account and/or permit the Interim Compensation to be held in a designated Trust account rather than an interest-bearing escrow account. If this Agreement is terminated prior to the end of any calendar month, the management fee for the Fund shall be prorated. Pursuant to Rule 15a-4 under the 1940 Act, if the holders of a majority of the Fund’s outstanding voting securities approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the full Interim Compensation will be paid to the Adviser. If the holders of a majority of the Fund's outstanding voting securities do not approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the Adviser will be paid the lesser of (a) any costs incurred in performing under this Agreement; or (b) the full Interim Compensation (including any interest earned, if applicable). The method for determining net assets of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund’s prospectus. 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 month as a percentage of the total number of days in such month. Except The portion of such compensation under this Agreement that is expected to be retained by the Adviser (as may otherwise opposed to being paid by the Adviser to a third-party for services or licenses provided with respect to the Fund) shall be prohibited by law held in an interest-bearing escrow account held with the Fund’s custodian or regulation with a bank. Pursuant to Rule 15a-4 under the 1940 Act, if the holders of a majority of the Fund’s outstanding voting securities approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the full amount in the escrow account (including any then current Commission staff interpretations)interest earned) specified in this Paragraph 9 will be paid to the Adviser. If the holders of a majority of the Fund’s outstanding voting securities do not approve an investment advisory agreement with the Adviser within 150 days of the effective date of this Agreement, the Adviser maywill be paid, out of the escrow account specified in its sole discretion and from time to timethis Paragraph 9, waive a portion the lesser of its fee(a) any costs incurred in performing under this Agreement; or (b) the full amount in the escrow account (including interest earned).