Common use of DURATION – TERMINATION – AMENDMENT Clause in Contracts

DURATION – TERMINATION – AMENDMENT. a. This Agreement shall become effective as of the date first above written and shall remain in force until the first anniversary of its effective date and thereafter continue from year to year in respect of each Fund, but only so long as such continuance is specifically approved at least annually by a vote of the board of directors of the applicable Fund, including a majority of the directors who are not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of the applicable Fund and who have no direct or indirect financial interest in the operation of any Distribution and Service Plan (the "Plan") adopted by a Fund or in any agreements entered into in connection with the Plan (including this Agreement), pursuant to a vote cast in person at a meeting called for the purpose of voting on such continuance. b. In addition to the automatic termination of this Agreement specified in Section 1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving ninety (90) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 18. c. This Agreement may also be terminated with respect to a Fund at any time without penalty by (i) a vote of a majority of a Fund's directors who are not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund and who have no direct or indirect financial interest in the operation of any Plan adopted by the Fund or in any agreements entered into in connection with the Plan (including this Agreement), or (ii) a vote of a majority of a Fund's outstanding Units (as defined in the 1940 Act), on sixty days' written notice to Dealer. d. This Agreement shall terminate immediately upon the appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by the Distributor or the Dealer. e. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the 1940 Act, and the rules, regulations and interpretations thereunder; provided, however, that either party hereto may transfer any of its duties under this Agreement to any entity that controls or is under common control with such party. f. This Agreement may be amended by the Dealer and Distributor upon mutual written agreement, except that this Agreement may be amended at any time by Distributor or Dealer upon written notice to the other party in cases where such amendment is required (i) pursuant to the dictates of any relevant regulatory agency with jurisdiction over a Fund, the Distributor, or the Dealer or (ii) otherwise by operation of law. g. Termination of this Agreement will not affect any outstanding order or transaction, or any legal right or obligation which may have arisen prior to termination. Upon termination of this Agreement, Distributor shall continue to pay Dealer the compensation set forth in Section 4 for the duration of each Dealer Member's investment in the Fund (including with respect to any additional investments), subject to the limitations set forth in Section 4.

DURATION – TERMINATION – AMENDMENT. a. This Agreement shall become effective as of the date first above written and shall remain in force until the first anniversary of its effective date and thereafter continue from year to year in respect of each Fundyear, but only so long as such continuance is specifically approved at least annually by a vote of the board of directors of the applicable Fund, including a majority of the directors who are not "interested persons" (as defined in the ▇1▇▇▇ ▇▇▇) of the applicable Fund and who have no direct or indirect financial interest in the operation of any the Fund's Distribution and Service Plan (the "Plan") adopted by a Fund or in any agreements entered into in connection with the Plan (including this Agreement), pursuant to a vote cast in person at a meeting called for the purpose of voting on such continuance. b. In addition to the automatic termination of this Agreement specified in Section 1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving ninety (90) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 18. c. This Agreement may also be terminated with respect to a Fund at any time without penalty by (i) a vote of a majority of a the Fund's directors who are not "interested persons" (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund and who have no direct or indirect financial interest in the operation of any the Plan adopted by the Fund or in any agreements entered into in connection with the Plan (including this Agreement), or (ii) a vote of a majority of a the Fund's outstanding Units (as defined in the 1940 Act), on sixty days' written notice to Dealer. d. This Agreement shall terminate immediately upon the appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by the Distributor or the Dealer. e. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the 1940 Act, and the rules, regulations and interpretations thereunder; provided, however, that either party hereto may transfer any of its duties under this Agreement to any entity that controls or is under common control with such party. f. This Agreement may be amended by the Dealer and Distributor upon mutual written agreement, except that this Agreement may be amended at any time by Distributor or Dealer upon written notice to the other party in cases where such amendment is required (i) pursuant to the dictates of any relevant regulatory agency with jurisdiction over a the Fund, the Distributor, or the Dealer or (ii) otherwise by operation of law. g. Termination of this Agreement will not affect any outstanding order or transaction, or any legal right or obligation which may have arisen prior to termination. Upon termination of this Agreement, Distributor shall continue to pay Dealer the compensation set forth in Section 4 for the duration of each Dealer Member's investment in the Fund (including with respect to any additional investments), subject to the limitations set forth in Section 4.

DURATION – TERMINATION – AMENDMENT. a. This Agreement shall become effective as of the date first above written and shall remain in force until the first anniversary of its effective date and thereafter continue from year to year in respect of each Fundyear, but only so long as such continuance is specifically approved at least annually by a vote of the board of directors of the applicable Fund, including a majority of the directors who are not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of the applicable Fund and who have no direct or indirect financial interest in the operation of any the Fund's Distribution and Service Plan (the "Plan") adopted by a Fund or in any agreements entered into in connection with the Plan (including this Agreement), pursuant to a vote cast in person at a meeting called for the purpose of voting on such continuance. b. In addition to the automatic termination of this Agreement specified in Section 1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving ninety (90) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 18. c. This Agreement may also be terminated with respect to a Fund at any time without penalty by (i) a vote of a majority of a the Fund's directors who are not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund and who have no direct or indirect financial interest in the operation of any the Plan adopted by the Fund or in any agreements entered into in connection with the Plan (including this Agreement), or (ii) a vote of a majority of a the Fund's outstanding Units (as defined in the 1940 Act), on sixty days' written notice to Dealer. d. This Agreement shall terminate immediately upon the appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by the Distributor or the Dealer. e. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the 1940 Act, and the rules, regulations and interpretations thereunder; provided, however, that either party hereto may transfer any of its duties under this Agreement to any entity that controls or is under common control with such party. f. This Agreement may be amended by the Dealer and Distributor upon mutual written agreement, except that this Agreement may be amended at any time by Distributor or Dealer upon written notice to the other party in cases where such amendment is required (i) pursuant to the dictates of any relevant regulatory agency with jurisdiction over a the Fund, the Distributor, or the Dealer or (ii) otherwise by operation of law. g. Termination of this Agreement will not affect any outstanding order or transaction, or any legal right or obligation which may have arisen prior to termination. Upon termination of this Agreement, Distributor shall continue to pay Dealer the compensation set forth in Section 4 for the duration of each Dealer Member's investment in the Fund (including with respect to any additional investments), subject to the limitations set forth in Section 4.