Common use of ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT Clause in Contracts

ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT. This Agreement shall automatically terminate with respect to a Fund or Funds, without the payment of any penalty, in the event of its assignment with respect to such Fund(s); and this Agreement shall not be materially amended as to a Fund unless such amendment is approved by the affirmative vote of a majority of the outstanding shares of the Fund (except if such shareholder approval is not required by the 1940 Act, giving effect to any interpretations of or exemptive relief granted by the Securities and Exchange Commission and/or its Staff), and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Fund or of the Manager or of any other investment adviser of the Fund.

ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT. This Agreement shall automatically terminate with respect to a Fund Portfolio or FundsPortfolios, without the payment of any penalty, in the event of its assignment with respect to such Fund(sPortfolio(s); and this Agreement shall not be materially amended as to a Fund Portfolio unless such amendment is approved by the affirmative vote of a majority of the outstanding shares of the Fund Portfolio (except if such shareholder approval is not required by the 1940 Act, giving effect to any interpretations of or exemptive relief granted by the Securities and Exchange Commission and/or its Staff), and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Fund Portfolio or of the Manager or of any other investment adviser of the FundPortfolio.

ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT. This Agreement shall automatically terminate with respect to a Fund or Funds, without the payment of any penalty, in the event of its assignment with respect to such Fund(s); and this Agreement shall not be materially amended as to a Fund unless such amendment is approved by the affirmative vote of a majority of the outstanding shares of the Fund (except if such shareholder approval is not required by the 1940 Act, giving effect to any interpretations of or exemptive relief granted by the Securities and Exchange Commission (the “SEC”) and/or its Staff), and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Fund or of the Manager or of any other investment adviser of the Fund.

ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT. This Agreement shall automatically terminate with respect to a Fund or Fundsterminate, without the payment of any penalty, in the event of its assignment with respect to such Fund(s)assignment; and this Agreement shall not be materially amended as to a the Fund unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund (except if such shareholder approval is not required by the 1940 Act, giving effect to any interpretations of or exemptive relief granted by the Securities and Exchange Commission and/or its Staffstaff), and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust Fund who are not interested persons of the Fund or of the Manager or of any other investment adviser Portfolio Manager of the Fund.

ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT. This Agreement shall automatically terminate with respect to a Fund Portfolio or FundsPortfolios, without the payment of any penalty, in the event of its assignment with respect to such Fund(sPortfolio(s); and this Agreement shall not be materially amended as to a Fund Portfolio unless such amendment is approved by the affirmative vote of a majority of the outstanding shares of the Fund Portfolio (except if such shareholder approval is not required by the 1940 Act, giving effect to any interpretations of or exemptive relief granted by the Securities and Exchange Commission (the “SEC”) and/or its Staff), and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Fund Portfolio or of the Manager or of any other investment adviser of the FundPortfolio.

ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT. This Agreement shall automatically terminate with respect to a Fund or Fundsterminate, without the payment of any penalty, in the event of its assignment with respect to such Fund(s)or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be materially amended as to a Fund unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund (except if such shareholder approval is not required by the 1940 Act, giving effect to any interpretations of or exemptive relief granted by the Securities and Exchange Commission SEC and/or its Staffstaff), and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust Fund who are not interested persons of the Fund or of the Manager or of any other investment adviser of the FundPortfolio Manager.

ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT. This Agreement shall automatically terminate with respect as to a Fund or FundsFund, without the payment of any penalty, in the event of its assignment or in the event that the Investment Advisory Agreement dated as of September 22, 1998 between the Adviser and the Trust, with respect to that Fund, shall have terminated for any reason, and the Adviser shall provide notice of any such Fund(s)termination of the Investment Advisory Agreement to the Sub-adviser; and this Agreement shall not be materially amended as to a Fund unless such amendment is be approved by the affirmative vote of a majority of the outstanding shares of the Fund (except if such shareholder approval is not required by the 1940 Act, giving effect to any interpretations of or exemptive relief granted by the Securities and Exchange Commission and/or its Staff)that Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Fund Trust or of the Manager Adviser or of any other investment adviser of the FundSub-adviser.