Common use of Termination and Amendment Clause in Contracts

Termination and Amendment. This Agreement is effective as of May 1, 2005 and will continue in effect for two years and from year to year thereafter as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May 1, 2005 2006 and will continue in effect for two years and from year to year thereafter as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May 1August 31, 2005 2007 and will continue in effect for two years and from year to year thereafter as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May 1, 2005 2000 and will continue in effect for two years and from year to year thereafter as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May 1, 2005 2000 and will continue in effect for two years and from year to year thereafter as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser. 11.

Termination and Amendment. This Agreement is effective as of May 1, 2005 the date ------------------------- first written above and will continue in effect for two years and from year to year thereafter after the date hereof, as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ ' written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares voting securities of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ ' written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares voting securities of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, Fund and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May January 1, 2005 2000 and will continue in effect for two years and from year to year thereafter as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May 1, 2005 2001 and will continue in effect for two years and from year to year thereafter as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ ' written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ ' written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May 1, 2005 2001 and will continue in effect for two years and from year to year thereafter as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May 1, 2005 and will continue in effect for two years and from year to year thereafter after the date hereof, as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and Fundand by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement agreement is effective as of May 1April 30, 2005 -------------------------- 1993 and will continue in effect for two years and from form year to year thereafter after the date hereof as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement agreement may at any time be terminated by the Trust on 60 days’ ' written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement agreement shall immediately terminate in the he event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement agreement may be terminated by the Adviser on 60 days’ ' written notice to the Trust without the payment of any penalty. Any notice under this Agreement agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and Fund any by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May 129, 2005 1998 ------------------------- and will continue in effect for two years and from year to year thereafter after the date hereof as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ ' written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ ' written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement agreement is effective as of May 1April 30, 2005 ------------------------- 1993 and will continue in effect for two years and from form year to year thereafter after the date hereof as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement agreement may at any time be terminated by the Trust on 60 days’ ' written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement agreement shall immediately terminate in the he event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement agreement may be terminated by the Adviser on 60 days’ ' written notice to the Trust without the payment of any penalty. Any notice under this Agreement agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and Fund any by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May 1August 15, 2005 2002 and will continue in effect for two years and from year to year thereafter as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ ' written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ ' written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May 1, 2005 and will continue in effect for two years and from year to year thereafter after the date hereof, as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, Fund and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement agreement is effective as of May 1April 30, 2005 -------------------------- 1993 and will continue in effect for two years and from form year to year thereafter after the date hereof as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the he Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement agreement may at any time be terminated by the Trust on 60 days’ ' written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement agreement shall immediately terminate in the he event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement agreement may be terminated by the Adviser on 60 days’ ' written notice to the Trust without the payment of any penalty. Any notice under this Agreement agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and Fund any by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement agreement is effective as of May 1April 30, 2005 ------------------------- 1993 and will continue in effect for two years and from form year to year thereafter after the date hereof, as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement agreement may at any time be terminated by the Trust on 60 days’ ' written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement agreement may be terminated by the Adviser on 60 days’ ' written notice to the Trust without the payment of any penalty. Any notice under this Agreement agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and Fund any by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May 13, 2005 1999 and ----------------------------- will continue in effect for two years and from year to year thereafter as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ ' written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ ' written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser.

Termination and Amendment. This Agreement is effective as of May January 1, 2005 2000 and will continue in effect for two years and from year to year thereafter as long as it is specifically approved at least annually by vote of the Board of Trustees of the Trust including the vote of a majority of such Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of the Adviser or of the Fund; provided, however, that (1) this Agreement may at any time be terminated by the Trust on 60 days’ written notice to the Adviser without the payment of any penalty either by vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding shares of the Fund (as defined in the Investment Company Act of 1940, as amended); (2) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940, as amended); and (3) this Agreement may be terminated by the Adviser on 60 days’ written notice to the Trust without the payment of any penalty. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the principal office of such party. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved at a meeting by the vote of a majority of the outstanding shares of the Fund, if such approval is required by the Investment Company Act of 1940, as amended, or the rules and regulations thereunder, and by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or interested persons of the Adviser. 11.