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AME version CC (2015) huge memory usage?

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I'm using the very latest Adobe Media Encoder (v 9.0.2.2, listed as release 2015.0.2)  to try and encode a simple 42 minute Premiere Pro project.   It's NTSC Widescreen, and I'm encoding it to H.264 with no audio - nothing special.

 

Whenever I try to encode, AME quickly sucks up all 16 GB of RAM that is available, and then fails because of lack of memory, saying I have to "close some other applications."    I've closed everything else, tried dropping the Memory setting in AME > Edit > Preferences from 11 to 6 GB, and nothing stops this behavior.    As far as I can tell it's not even respecting this setting - it blows past the 6 GB "limit" in less than 30 seconds.

 

Has anyone else run into this behavior, and how can I solve it?   Is it a known bug?



EDIT:  Adding more system information

 

Windows 7 x64, patched up to date, 16GB RAM, Nvidia GeForce GTX 960 (4GB graphics RAM) with driver version 353.30, Intel i5-4690K CPU, nothing overclocked, everything stock.


Here are my media encoder settings:

 

adobe_media_encoder.PNG


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