Common use of Duration and Termination of this Agreement Clause in Contracts

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 0000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act). This provision shall survive termination of the Agreement.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 0000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the a period of time pending required approval not to exceed one hundred fifty (150) days from the effective date of the termination of this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days' written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act).

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionexecution by you, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "“interested persons," ” as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionexecution by you, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionexecution by you, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940Act) of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "“interested persons," ” as defined in the Investment Company Act of 1940Act, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty (60) days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 0000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act).

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 1940 Act) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the a period of time pending required approval not to exceed one hundred fifty (150) days from the effective date of the termination of this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days' written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act).

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 1000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the a period of time pending required approval not to exceed one hundred fifty (150) days from the effective date of the termination of this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days' written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act).

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionexecution by you, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940Act) of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "“interested persons," ” as defined in the Investment Company Act of 1940Act, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for to the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount amounts you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty (60) days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This The Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 0000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act). The provisions of Section 2 of this Agreement shall survive its termination.

Duration and Termination of this Agreement. This Agreement shall take effect on the date that the shareholders of its executionthe Fund approve the Agreement, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 0000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act).

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a "majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, as defined in the 1940 Act; provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "interested persons," (as defined in the Investment Company Act of 1940, 0000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days' written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment, as such terms is defined in the 1940 Act.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, ,” as defined in the 1940 Act; provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 0000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment, as such terms is defined in the 1940 Act.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionexecution by you, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the such Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the a Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to the a Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a "majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, ," as defined in the 1940 Act; provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "interested persons," (as defined in the Investment Company Act of 1940, 1940 Act) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days' written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment, as such terms is defined in the 1940 Act.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a "majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, as defined in the 1940 Act; provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "interested persons," (as defined in the Investment Company Act of 1940, 1940 Act) of you or the Trust, by a vote xx x xxte cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days' written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment, as such terms is defined in the 1940 Act.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a "majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, as defined in the 1940 Act; provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "interested persons," (as defined in the Investment Company Act of 1940, 1940 Act) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days' written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment, as such terms is defined in the 1940 Act.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Funds commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Funds (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 1940 Act) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the a Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the a period of time pending required approval not to exceed one hundred fifty (150) days from the effective date of the Agreement, termination of a new agreement this Agreement with you or a different adviser or other definitive actionrespect to that Fund; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days' written notice, be terminated with respect to the a Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act).

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, execution and shall remain in force for a period of two (2) years from the date of its executionexecution with respect to each Fund, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the such Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the a Fund fail fails to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to the a Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionexecution by you, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 19400000 Xxx) of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 19401940 Act, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, as defined in the 1940 Act; provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 1000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment, as such terms is defined in the 1940 Act.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 1940 Act) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act). The provisions of Section 2 of this Agreement shall survive its termination.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, execution and shall remain in force for a period of two (2) years from the date of its executionexecution with respect to the Fund, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 1000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act). The provisions of Section 2 of this Agreement shall survive its termination.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, execution and shall remain in force for a period of two (2) years from the date of its execution, execution and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, provided that in either event event, continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 1940, 1940 of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund Funds for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty (60) days written notice, be terminated with respect to the Fund, Fund at any time without the payment of any penalty, penalty by the Board, by a vote of a majority of the outstanding voting securities of the Fund, Fund or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date that the shareholders of its executionthe Fund approve the Agreement, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 1000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act).

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 1000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act). This provision shall survive termination of the Agreement.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 0000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such terms is defined in the 1940 Act).

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionSeptember 1, 1996, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a "majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, ," as defined in the 1940 Act; provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "interested persons," (as defined in the Investment Company Act of 1940, 1940 Act) of you or the Trust, by a vote xx x xxte cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days' written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment, as such terms is defined in the 1940 Act.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a "majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, ," as defined in the 1940 Act; provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "interested persons," (as defined in the Investment Company Act of 1940, 1940 Act) of you or the Trust, by a vote xx x xote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days' written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment, as such terms is defined in the 1940 Act.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its executionexecution with respect to the Fund, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 19401940 Act) of the outstanding voting securities of the Fund, provided that proxxxxx xxat in either event continuance is also approved by a majority of the trustees Trustees who are not "interested persons," as defined in the Investment Company Act of 19401940 Act, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 1000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the this Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the this Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined in the 1940 Act). This provision shall survive termination of the Agreement.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, as defined in the 1940 Act; provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 0000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment, as such terms is defined in the 1940 Act.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its executionthat the Fund commences investment operations, and shall remain in force for a period of two (2) years from the date of its executionsuch date, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority of the outstanding voting securities” of the Fund (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, 1940 Act); provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 0000 Xxx) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its “assignment” (as such terms is defined in the 1940 Act).

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its executionthe Fund is declared effective by the SEC, and from year to year thereafter, subject to annual approval by by: (i) the Board Board; or (ii) a vote of a “majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, ,” as defined in the 1940 Act; provided that in either event continuance is also approved by a majority of the trustees Trustees who are not "“interested persons," ” (as defined in the Investment Company Act of 1940, 1940 Act) of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days 60 days’ written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment, as such terms is defined in the 1940 Act.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its executionexecution with respect to each Fund, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the such Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the a Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to the a Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

Duration and Termination of this Agreement. This Agreement shall take effect on the date of its execution________________________, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.