Common use of Servicer Compensation Clause in Contracts

Servicer Compensation. a. With respect to the Services provided by Servicer with respect to any Fund or class thereof that is authorized to make payments of service fees (I.E., payments of fees and expenses made in accordance with a service plan adopted by certain Funds or classes thereof pursuant to Rule 12b-1 ("Rule 12b-1 Plan") under the Investment Company Act of 1940, as amended ("1940 Act")), all payments to Servicer shall be in accordance with the Rule 12b-1 Plan adopted by that Fund or classes thereof as specified in each applicable Prospectus for each Fund or class thereof. With respect to any Fund or class thereof that offers Shares for which a Rule 12b-1 Plan has been adopted, Distributor is authorized to pay Servicer continuing service fees, as specified in the relevant Prospectus to the extent that Servicer provides the Services specified in Section 2.a. above regarding the servicing of shareholder accounts for its clients. Distributor reserves the right, without prior notice, to suspend or eliminate the payment of such Rule 12b-1 Plan payments or other compensation to Servicer by amendment, sticker or supplement to the Prospectus for each Fund. b. In connection with the receipt of service fees under Rule 12b-1 Plans applicable to the Services provided for Servicer's clients, Distributor directs Servicer to provide the Services specified in Section 2.a. above. (Redemption levels of shareholder accounts assigned to Servicer will be considered in evaluating Servicer's continued ability to receive payments of service fees.) Further, Servicer agrees to provide Distributor with supporting documentation concerning the shareholder services provided, as Distributor may reasonably request from time to time. c. All Rule 12b-1 Plan servicing fees shall be based on the value of Shares attributable to Servicer's clients and eligible for such payment under a Rule 12b-1 Plan, and shall be calculated on the basis of and at the rates set forth in the Prospectus for each Fund or class thereof. Servicer represents and warrants that Distributor has made no representations with respect to the Rule 12b-1 Plans of such Funds in addition to, or conflicting with, the description set forth in their respective Prospectuses. Without prior approval by a majority of the outstanding shares of a Fund, the aggregate annual fees paid to Servicer pursuant to any Rule 12b-1 Plan shall not exceed the amounts stated as the "annual maximums" in each Fund's Prospectus, which amount shall be a specified percent of the value of the Fund's net assets held in Servicer's clients' accounts that are eligible for payment pursuant to the Rule 12b-1 Plans (determined in the same manner as each Fund uses to compute its net assets as set forth in its Prospectus). d. The provisions of any Rule 12b-1 Plan and distribution agreement between the Funds and the Distributor shall control over this Agreement in the event of any inconsistency. Each Rule 12b-1 Plan in effect on the date of this Agreement is described in the relevant Fund's Prospectus. Servicer hereby acknowledges that all payments under Rule 12b-1 Plans are subject to limitations contained in such Rule 12b-1 Plans and distribution agreements and may be varied or discontinued at any time; in particular, Servicer acknowledges that the Rule 12b-1 Plan may be terminated at any time by a vote of a majority of the independent directors of the Fund, or by a vote of a majority of the outstanding voting securities of a Fund.