Common use of Rate and Calculation Clause in Contracts

Rate and Calculation. Subject to any applicable waivers and the qualifications below, as compensation for the Distribution Services and Shareholder Services rendered herein, Distributor will pay Company or Company Distributor a quarterly 12b-1 distribution and service fee at the rate set forth in each applicable Fund’s Prospectus and related Rule 12b-1 plan established pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”) (the “Distribution and Service 12b-1 Fee”). To the extent that Company receives a Distribution and Service 12b-1 Fee, it will pass the entire amount to the Company Distributor. Company Parties acknowledge that any Distribution and Service 12b-1 Fee compensation paid to it will only derive from applicable amounts paid to the Distributor from the applicable Fund. Company Parties also acknowledge and agree that the Distributor shall not be responsible for the payment of any such fee unless and until the Distributor has received such fee from the applicable Fund, and the Company Parties agree to waive payment of such fee unless and until the Distributor has received payment from the applicable Fund.