Common use of Duration and Termination of Agreement Clause in Contracts

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders members of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund , provided that in either event such continuance the Agreement shall also be previously approved by the vote of a majority of the Trustees Managers of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Managers of the Agreement Fund or by the vote of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes provided that in either event such continuance shall also be approved by the vote of a majority of the Managers of the Fund who are not interested persons of any party to approve this Agreement cast in person at a meeting called for the Agreement or its continuancepurpose of voting on such approval. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders members of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders members of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees Managers of the Fund, Fund or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of: (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the 0000 XxxInvestment Company Act) of the FundPortfolios. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the Fund series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Portfolio affected by the Agreement terminates because or (b) all the Portfolios of the Trust. If the shareholders of the Fund a series of shares of any Portfolio fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund such Portfolio during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund such Portfolio or the amount it would have received under the Agreement in respect of the Fundsuch Portfolio, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of the series of shares of such Portfolio, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” assignment (as defined in the 1940 Investment Company Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundFunds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if a majority of the outstanding voting securities of the that Fund votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Fund affected by the Agreement or (b) all the Funds of the Trust. Following the effectiveness of the AgreementAgreement with respect to any Fund, if the Agreement terminates with respect to such Fund because the shareholders of the such Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the such Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the such Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the such Fund or the amount it would have received under the Agreement in respect of the such Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the any Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the such Fund and, in such event, the Agreement shall continue with respect to the such Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of the holders of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the FundFunds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of the holders of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if the holders of a majority of the outstanding voting securities of the that Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of notwithstanding that the Agreement or its continuance or may not have been approved by a majority of a new contract with the Adviser or a different adviser or holders of the outstanding voting securities of (a) any other definitive action; provided, that the compensation received Fund affected by the Adviser in respect Agreement or (b) all the Funds of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectTrust. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of the holders of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of investors in the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees Board of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees members of the Fund Board who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of investors in the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of investors in the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, Board or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective with respect to the Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the FundTrust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fundbusiness on July 14, 2006. The Agreement will continue in effect with respect to the Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness If any required shareholder approval of this Agreement or any continuance of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, as to the Fund by the Trustees of the Fund, Trust or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ ' written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ ' written notice to the FundTrust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the Trust terminates for any reason.

Duration and Termination of Agreement. This Agreement shall will become effective on the later latest of (i) its execution and (ii) execution, the effective date of the meeting Fund's registration statement under the Securities Act of 1933 or the shareholders of the Fund, at date on which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the 0000 XxxInvestment Company Act) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution and from year to year thereafter, but only so long as such continuance is specifically approved at least annually either by the Trustees Directors of the Fund or by the vote of a majority of the outstanding voting securities of the Fund Fund, provided that in either event such continuance shall will also be approved by the vote of a majority of the Trustees Directors of the Fund who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund such during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund such Portfolio or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees Directors of the Fund, Fund or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ ' written notice to the Adviser, or by the Adviser on sixty days’ ' written notice to the Fund. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act).

Duration and Termination of Agreement. This Agreement shall become effective with respect to each Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the Fundapplicable Trust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fundbusiness on December 31, 2005. The Agreement will continue in effect with respect to a Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund applicable Trust or by the vote of a majority of the outstanding voting securities of the Fund applicable Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund applicable Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Fund votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of any other Fund affected by the Agreement, if . If any required shareholder approval of this Agreement or any continuance of the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the such Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the such Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any timeanytime, without the payment of any penalty, as to a Fund by the Trustees of the Fund, applicable Trust or by the vote of a majority of the outstanding voting securities of the applicable Fund, on sixty days’ ' written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ ' written notice to the Fundapplicable Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the applicable Trust terminates for any reason.

Duration and Termination of Agreement. This Agreement shall become effective with respect to each Fund on the later of (i) its execution execution, and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the 0000 XxxInvestment Company Act) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of each of the Fund Funds, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Fund votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Fund affected by the Agreement terminates because or (b) all the series of the Trust. If the shareholders of the any Fund fail to provide any requisite approval under approve the 1940 Act for New Sub-Advisory Agreement the continued effectiveness of the Agreement, the Adviser Subadviser will continue to act as investment adviser subadviser with respect to the such Fund pending the required approval of the Agreement or its continuance or of a new any contract with the Adviser Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Adviser Subadviser in respect of the such Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of a majority of the outstanding voting securities of such Fund, on sixty days’ ' written notice to the AdviserAdviser and the Subadviser, or by the Adviser or Subadviser on sixty days’ ' written notice to the FundTrust and the other party. This Agreement agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of the holders of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundFunds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of the holders of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if the holders of a majority of the outstanding voting securities of the that Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of notwithstanding that the Agreement or its continuance or may not have been approved by a majority of a new contract with the Adviser or a different adviser or holders of the outstanding voting securities of (a) any other definitive action; provided, that the compensation received Fund affected by the Adviser in respect Agreement or (b) all the Funds of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectTrust. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of the holders of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date hereof, provided that on or before that date it has been approved by a majority of the meeting holders of the shareholders outstanding voting securities of the Fund, at which and shall remain in force, unless sooner terminated as provided herein, until the first regular or special meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in Fund stockholders following the 0000 Xxx) date shares of capital stock of the Fund are first offered to the public. This Agreement shall be presented to each Series of the Fund. The Agreement will 's stockholders at such meeting for their approval and shall continue in effect for a period more than two years from the date of its execution only so long as successive 12-month periods, unless terminated, provided that each such continuance is specifically approved at such meeting and at least annually either thereafter by (a) the Trustees vote of a majority of the Fund or entire board of directors of the Fund, or, with respect to each Series, by the vote of a majority of the outstanding voting securities of such Series (as defined in the Fund provided that in either event such continuance shall also be approved by 1940 Act, and (b) the vote of a majority of the Trustees of the Fund those directors who are not “parties to this Agreement or interested persons” persons (as such term is defined in the 0000 Xxx) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval In the event that this Agreement is approved by such vote of the outstanding voting securities of one or more Series but not of one or more others, this Agreement shall continue in effect with respect to the former Series and, with respect to the latter may continue in effect until such approval by the latter Series of this Agreement or of any continuance a new agreement with the Management Company or with another party is obtained, provided that compensation paid with respect to such Series pending such approval is no greater than the lesser of the Management Company's actual costs incurred hereunder or the amount due pursuant to Section 5 hereof. This Agreement shall may be effective if terminated at any time without payment of any penalty, by the Fund upon the vote of a majority of the Fund's board of directors or, with respect to any Series, by a majority of the outstanding voting securities of the Fund votes to approve the Agreement such Series, or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the FundManagement Company, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, .in each case on sixty (60) days’ ' written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fundother party. This Agreement will shall automatically terminate, without payment of any penalty, terminate in the event of its “assignment” assignment (as such term is defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx1940 Act) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of to the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of to the FundTrust, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrustees, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of: (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the 0000 XxxInvestment Company Act) of the FundPortfolios. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the Fund series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Portfolio affected by the Agreement terminates because or (b) all the Portfolios of the Trust. If the shareholders of the Fund a series of shares of any Portfolio fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund such Portfolio during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund such Portfolio or the amount it would have received under the Agreement in respect of the Fundsuch Portfolio, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of the series of shares of such Portfolio, on sixty days’ ' written notice to the Adviser, or by the Adviser on sixty days’ ' written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” assignment (as defined in the 1940 Investment Company Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundFunds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if a majority of the outstanding voting securities of the that Fund votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Fund affected by the Agreement or (b) all the Funds of the Trust. Following the effectiveness of the AgreementAgreement with respect to any Fund, if the Agreement terminates with respect to such Fund because the shareholders of the such Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the such Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the such Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the such Fund or the amount it would have received under the Agreement in respect of the such Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the any Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the such Fund and, in such event, the Agreement shall continue with respect to the such Fund as previously in force and effect. jhfiiiadvagtrestated This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective with respect to the Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the FundTrust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fundbusiness on July 14, 2006. The Agreement will continue in effect with respect to the Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness If any required shareholder approval of this Agreement or any continuance of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, as to the Fund by the Trustees of the Fund, Trust or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ written notice to the FundTrust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the Trust terminates for any reason.

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders members of the Fund, at which meeting this Agreement is approved by the vote of a “"majority of the outstanding voting securities” " (as defined in the 0000 Xxx) of the Fund, provided that in either event the Agreement shall also be previously approved by the vote of a majority of the Managers of the Fund who are not "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees Managers of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees Managers of the Fund who are not “interested persons” (as defined in the 0000 Xxx) persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders members of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders members of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees Managers of the Fund, Fund or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ ' written notice to the Adviser, or by the Adviser on sixty days’ ' written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “"assignment” " (as defined in the 1940 Act). 10.

Duration and Termination of Agreement. This Agreement shall become effective With respect to each Series identified as a Portfolio on the later of (i) its execution and (ii) Schedule A hereto on the date of the meeting of the shareholders of the Fundthis Agreement, at which meeting unless earlier terminated with respect to any Portfolio, this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will shall continue in full force and effect through November 30, 2017. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio for a period more than two years from the date periods of its execution only so long as one year, provided that such continuance is specifically approved at least annually either by (i) the Trustees vote of a majority of the Fund Board of Directors of the Company, or by (ii) the vote of a majority of the outstanding voting securities shares of the Fund Portfolio (as defined in the 1940 Act), and provided that in either event such continuance shall is also be approved by the vote of a majority of the Trustees Board of Directors of the Fund Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval With respect to any Portfolio that is added to Schedule A hereto as a Portfolio after the date of this Agreement, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Portfolio as a Portfolio under the Agreement or (ii) the date upon which the shares of the Portfolio are first sold to the public, subject to the condition that the Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 0000 Xxx) of the Adviser, and the shareholders of such Portfolio, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any continuance of such Portfolio, the Agreement shall be effective if continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Portfolio. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Directors of the Company, or (ii) vote of a majority of the outstanding voting securities shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under such Portfolio (as defined in the 1940 Act for the continued effectiveness of the AgreementAct), the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its and provided that such continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, also approved by the vote of a majority of the outstanding voting securities Board of Directors of the Fund, on sixty days’ written notice Company who are not parties to the Adviser, this Agreement or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignmentinterested persons” (as defined in the 1940 Act)0000 Xxx) of the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval.

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of: (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the 0000 XxxInvestment Company Act) of the FundPortfolios. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the Fund series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Portfolio affected by the Agreement terminates because or (b) all the Portfolios of the Trust. If the shareholders of the Fund a series of shares of any Portfolio fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund such Portfolio during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund such Portfolio or the amount it would have received under the Agreement in respect of the Fundsuch Portfolio, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of the series of shares of such Portfolio, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ ' written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” assignment (as defined in the 1940 Investment Company Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, Fund or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders unitholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees Board of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees members of the Fund Board who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders unitholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders unitholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, Board or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx1940 Act) of the FundFund (the “Effective Date”). The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date hereof, provided that on or before that date it has been approved by a majority of the meeting holders of the shareholders outstanding voting securities of the Fund, at which and shall remain in force, unless sooner terminated as provided herein, until the first regular or special meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in Fund stockholders following the 0000 Xxx) date shares of capital stock of the Fund are first offered to the public. This Agreement shall be presented to each Series of the Fund. The Agreement will 's stockholders at such meeting for their approval and shall continue in effect for a period more than two years from the date of its execution only so long as successive 12-month periods, unless terminated, provided that each such continuance is specifically approved at such meeting and at least annually either thereafter by the Trustees of the Fund or by (a) the vote of a majority of the outstanding voting securities entire board of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect directors of the Fund, whichever is less; provided furtheror, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fundeach Series, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” such Series (as defined in the 1940 Act, and (b) the vote of a majority of those directors who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party cast in person at a meeting callxx xxx the purpose of voting on such approval. In the event that this Agreement is approved by such vote of the outstanding voting securities of one or more Series but not of one or more others, this Agreement shall continue in effect with respect to the former Series and, with respect to the latter may continue in effect until such approval by the latter Series of this Agreement or of a new agreement with the Management Company or with another party is obtained, provided that compensation paid with respect to such Series pending such approval is no greater than the lesser of the Management Company's actual costs incurred hereunder or the amount due pursuant to Section 5 hereof. This Agreement may be terminated at any time without payment of any penalty, by the Fund upon the vote of a majority of the Fund's board of directors or, with respect to any Series, by a majority of the outstanding voting securities of such Series, or by the Management Company, .in each case on sixty (60) days' written notice to the other party. This Agreement shall automatically terminate in the event of its assignment (as such term is defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of the FundAgreement, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of the FundAgreement, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust , on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of to the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of to the FundTrust, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrustees, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective with respect to the Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the FundTrust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fundbusiness on August 4, 2006. The Agreement will continue in effect with respect to the Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness If any required shareholder approval of this Agreement or any continuance of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, as to the Fund by the Trustees of the Fund, Trust or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ ' written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ ' written notice to the FundTrust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the Trust terminates for any reason.

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of to the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of to the FundTrust, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrustees, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the FundFund (the “Effective Date”). The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx1940 Act) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of the FundAgreement, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust , on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).