Common use of Trigger Events Clause in Contracts

Trigger Events. (a) The following events shall constitute Trigger Events hereunder; provided, however, that in the event the New York Stock Exchange closes more than two hours early or does not open on any Exchange Business Day due to any Force Majeure Event, other than due to the effect of exchange “circuit-breaker” induced closings (an “Early Close Exchange Business Day”), the cure periods specified in this Section 4.1(a) will be automatically extended until the next Exchange Business Day following the Early Close Exchange Business Day; provided that if three or more Early Close Exchange Business Days occur consecutively, the Warranty Provider may declare an immediate end to the cure period at 9 am New York time on the third such subsequent Early Close Exchange Business Day. (i) Any failure at any time to comply with the provisions of Section 3.1; (ii) Any failure to comply with the provisions of Section 3.2, Section 3.3, Section 3.4(d) or 3.6; (iii) Any failure at any time to comply with the provisions of Section 3.4(a) unless such failure is attributable solely to a Force Majeure Event; provided, however, that if such failure to comply with Section 3.4(a) is the result of a Force Majeure Event that causes a failure to comply for five consecutive calendar days, such failure to comply will be considered a Trigger Event notwithstanding the exception in this Section 4.1(a)(iii) for a Force Majeure Event;provided further that the Adviser shall have a cure period for its first three failures to meet the 9 p.m. reporting obligation of Section 3.4(a) as follows: the Warranty Provider shall be required to make a good faith effort to notify (by e-mail or otherwise) the Adviser of its intention to declare a Trigger Event and the Adviser shall have until 8 a.m. on the Exchange Business Day immediately succeeding the day on which the violation occurred to transmit the Daily Report required by Section 3.4(a). For the avoidance of doubt, it is acknowledged and agreed that the failure of the Warranty Provider, due to its own act or omission, to receive information otherwise transmitted by the Adviser in accordance with Section 3.4(a), shall not be considered to be a failure to comply with Section 3.4(a), provided that once the Adviser is advised by the Warranty Provider of its failure to receive a properly transmitted report, the Adviser shall re-transmit the information as soon as reasonably practicable. (iv) Any violation of Article III that is not provided for in clause (i), (ii), or (iii) above that could have an Adverse Effect, unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the violation occurred; (v) The Fund shall fail to pay the Financial Warranty Fee when due as provided in Section 2.4 and such failure shall continue unremedied for a period of ten Business Days following notice of such failure by the Warranty Provider to the Fund; (vi) (A) The Adviser resigns; (B) the Fund elects to terminate the Investment Management Agreement with the Adviser; (C) the Fund appoints a successor adviser (including a subadviser) without the prior written consent of the Warranty Provider in its sole discretion; (D) the Investment Management Agreement terminates in accordance with its terms; or (E) the Adviser becomes prohibited from serving as an investment adviser to the Fund by Section 9 of the Investment Company Act; and in each of the cases of (A) through (E) above, any successor adviser (including the Adviser) that agrees to be bound by the terms of this Agreement is appointed by the Board of the Trust or the Shareholders, in each case without the prior written consent of the Warranty Provider in its reasonable discretion; provided that the Warranty Provider’s failure to consent to a successor adviser shall be deemed to be reasonable if, among other possible reasons, the successor adviser (1) fails to agree to all of the terms of the Transaction Documents to which the Adviser is a party, (2) fails to meet the credit approval procedures then in place for business transactions with the Warranty Provider; (3) is subject to any litigation, regulatory action or other proceeding that may affect its ability to perform any of the Transaction Documents; (4) may in any reasonable manner adversely affect the Warranty Provider’s economic bargain under this Agreement; or (5) is not reasonably believed by the Warranty Provider to be capable of managing the Fund; (vii) The Adviser resigns, the Fund elects to terminate the Investment Management Agreement with the Adviser or the Investment Management Agreement terminates in accordance with its terms and either (A) the Adviser is no longer obligated to manage the Fund pursuant to the terms of the Investment Management Agreement and a successor investment adviser acceptable to the Warranty Provider has not entered into an investment management agreement with the Fund or (B) the termination of the Investment Management Agreement is not yet effective but the Board of the Trust, on behalf of the Fund, has indicated its intention to the Warranty Provider, or taken any further action, to appoint a successor investment adviser notwithstanding the fact that the Warranty Provider has advised the Board that such successor investment adviser would not be acceptable to the Warranty Provider, in its sole discretion, then in either such case a Trigger Event shall be deemed to have occurred notwithstanding the fact that a successor investment adviser has not yet been appointed; (viii) Subject to the foregoing provisions of this Section 4.1(a), the Adviser does nototherwise manage in all material respects the assets of the Fund in accordance with the investment objective, policies and strategies set forth in the Registration Statement and/or in accordance with the Investment Management Agreement; (ix) Any representation or warranty made by the Adviser, the Trust or the Trust on behalf of the Fund in any Transaction Document or in any document or certification provided in connection with any Transaction Document, shall have been incorrect or misleading when made or when deemed made, except where such incorrect or misleading representation or warranty could not reasonably be expected to have an Adverse Effect; (x) The Adviser, the Trust, the Fund or the Custodian shall fail to perform any obligation, or shall breach any covenant, under this Agreement or the Transaction Documents that is not expressly provided for in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) or (ix) above, which failure could reasonably be expected to have an Adverse Effectand such violation, if capable of being remedied, shall continue unremedied for a period of three Business Days after the Adviser becomes aware of the occurrence of such breach or failure; provided, that the Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days; (xi) The occurrence of any of the following: (A) a Regulatory Event or Litigation Event (other than a Litigation Event arising out of a claim under this Agreement between the Adviser and/or the Trust on behalf of the Fund on one side and the Warranty Provider on the other side), (B) an Act of Insolvency with respect to the Adviser or the Fund; (C) the Trust, with respect to the Fund, ceases to be (1) duly registered with the Commission as an open-end management investment company under the Investment Company Act, (2) an investment company for purposes of the Commodity Exchange Act, or (3) a regulated investment company eligible to receive pass through tax treatment under Subchapter M of the Code; or (D) the adoption by the Fund of a new share class without the express written consent of the Warranty Provider. (xii) Any change in circumstances occurs with respect to an Underlying Fund or Eligible Money Market Fund, that could have an Adverse Effect on the Fund, the Adviser or the Warranty Provider, and the Fund fails to liquidate all of its shares of the Underlying Fund or Eligible Money Market Fund, as applicable, within 2 Exchange Business Days; provided thata decrease in net asset value occurring due to market fluctuations in the case of an Underlying Fund shall not be considered to be such an Adverse Effect; and further provided that with respect to an Eligible Money Market Fund and for purposes of this subsection (xii) a material adverse effect shall include having a net asset value other than $1.00 per share; (xiii) If the Adviser at any time fails to have at least $__ billion of assets under management; provided that if the Adviser’s assets under management fall under $__ billion, the Adviser shall have 30 Business Days to arrange for an entity under common control with the Adviser to unconditionally guarantee the Adviser’s obligations under this Agreement, as such guarantee may be approved in writing by the Warranty Provider in its sole discretion; or (xiv) (A) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested to be managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act; unless such failure is remedied within two Exchange Business Days; (B) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested that is not registered under the Investment Company Act to be managed pursuant to the requirements of Rule 12d1-1(b) under the Investment Company Act; unless such failure is remedied within two Exchange Business Days. (b) Notwithstanding any other provision hereof, in the event of a Potential Trigger Event, the Adviser shall not permit the Fund to acquire any additional Eligible Equity Investments until such Potential Trigger Event is cured and shall upon becoming aware of such Potential Trigger Event immediately notify the Warranty Provider of such Potential Trigger Event, which notice shall include a description of the manner in which the Adviser intends to cure such Potential Trigger Event (“Curative Steps”), the Adviser’s assessment of the likelihood of success, the time the Adviser expects to elapse before such Potential Trigger Event is cured, and such other information as the Warranty Provider may reasonably request. Upon sending such notice to the Warranty Provider, the Adviser shall immediately take the Curative Steps set forth in such notice unless and until such time as the Warranty Provider notifies the Adviser that it objects to such Curative Steps, in which case the Adviser shall immediately cease the implementation of such Curative Steps. The Warranty Provider shall only object to such Curative Steps if, in the Warranty Provider’s reasonable discretion, they are not consistent with this Agreement or are not likely to be an effective cure of the Potential Trigger Event within the cure period set forth in Section 4.1(a), if any. (c) If a Trigger Event occurs, then, at the election of the Warranty Provider in its sole discretion, the Warranty Provider shall have the right at any time after such Trigger Event to either (i) (A) instruct the Adviser to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period or (B) to deliver the Irrevocable Instructions to the Custodian to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period (in each case, a “Trigger Initiated Defeasance Event”) or (ii) adjust the Multiple. Any such adjustment to the Multiple shall be permanent, unless and until further adjusted by the Warranty Provider in its sole discretion. For the avoidance of doubt, the parties hereto agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple, the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or 4.1(c)(i)(B). The Warranty Provider shall notify the Adviser and the Fund of the Warranty Provider’s decision to exercise the remedies pursuant to this Section 4.1(c) prior to such exercise. The Adviser shall invest all of the Fund’s assets in accordance with Section 4.2(a) within one Exchange Business Day following its receipt of a written instruction by the Warranty Provider under Section 4.1(c)(i)(A). (d) In the event of (i) an act or omission on the part of the Adviser with respect to the Trust or the Fund which constitutes a breach of this Agreement, negligence, recklessness, bad faith, willful misconduct or fraud, including by way of example only and not intended as an exhaustive list, if (A) the Adviser fails to comply with the Portfolio Requirements prior to a Trigger Initiated Defeasance Event or Market Initiated Defeasance Event, (B) any violation of reporting in accordance with Section 3.4(a), including material inaccuracies or late transmission of information, or (C) the Adviser causes the Fund to purchase investments other than those permitted to be invested in hereunder after the occurrence of a Trigger Initiated Defeasance Event or a Market Initiated Defeasance Event resulting in a violation of Section 4.1(c) or Section 4.2(a) (such conduct referenced in subsection (i) of this Section 4.1(d), the “Adviser Conduct”) and (ii) the existence of a Floor Shortfall, the Adviser agrees to pay to the Warranty Provider an amount equal to the amount of such Floor Shortfall determined as provided in this Section 4.1(d) to have been directly or indirectly attributable to such Adviser Conduct. The amount of such Floor Shortfall directly or indirectly attributable to the Adviser Conduct shall be equal to the sum of the differences with respect to each Class of Shares, if negative, between (a) the actual NAV Per Share as of the date of determination and (b) the hypothetical NAV Per Share of a hypothetical portfolio comprised of the actual portfolio assets as of the date of determination adjusted to eliminate the effect of the Adviser Conduct to the extent necessary to eliminate any Floor Shortfall directly or indirectly attributable to such Adviser Conduct. In making the determination of the Floor Shortfall, the hypothetical portfolio will be based on the actual portfolio of assets as of the date of determination adjusted to bring the portfolio into compliance with all of the restrictions of Section 3.2 hereof, by decreasing and increasing positions in asset classes, as the case may be, on a pro rata basis. In addition, if all of the Fund’s assets are required to be invested in a Defeasance Portfolio pursuant to Sections 4.1(c)(i) and 4.2 and the Fund’s assets are not so invested on the Exchange Business Day immediately following the Defeasance Date and for the remainder of the Warranty Period, then if (and only if) a Floor Shortfall or an additional Floor Shortfall (collectively “Additional Floor Shortfall”) arises due to the Fund’s assets not being so invested within such period and/or for the remainder of the Warranty Period, then the Adviser agrees to pay to the Warranty Provider such Additional Floor Shortfall (if any). The Fund’s assets shall be deemed to be invested in the Defeasance Portfolio if at the time of determination the Fund has executed orders to sell all Eligible Equity Investments and Ineligible Investments, if any, and subsequent thereto has executed orders to invest all of the proceeds thereof in the Defeasance Portfolio. The Warranty Provider shall notify (the “Determination Notice”) the Adviser in writing of its determination that Adviser Conduct has occurred and any Floor Shortfall directly or indirectly attributable to such Adviser Conduct and any Additional Floor Shortfall. If the Adviser disagrees with the Warranty Provider’s determination that there has been Adviser Conduct and/or the amount of the Floor Shortfall directly or indirectly attributable to such Adviser Conduct and/or the amount of the Additional Floor Shortfall contained in the Determination Notice, then (i) the Adviser shall notify (the “Objection Notice”) the Warranty Provider in writing of such disagreement within five Business Days after the delivery by the Warranty Provider of the Determination Notice and (ii) unless the Adviser and the Warranty Provider otherwis

Trigger Events. (a) The following events shall constitute Trigger Events hereunder; provided, however, that in the event the New York Stock Exchange closes more than two hours early or does not open on any Exchange Business Day due to any Force Majeure Event, other than due to the effect of exchange “circuit-breaker” induced closings extraordinary circumstances (an “"Early Close Exchange Business Day”"), the cure periods specified in this Section 4.1(a) will be automatically extended until such that on the next Exchange Business Day following the Early Close Exchange Business Day; provided that if three or more , the cure periods will continue for the amount of time lost on such Early Close Exchange Business Days occur consecutivelyDay due to such early close (the "Extended Cure Time") (for the avoidance of doubt, should the Warranty Provider may declare next Exchange Business Day following the Early Close Exchange Business Day also be an immediate end to the cure period at 9 am New York time on the third such subsequent Early Close Exchange Business Day., the cure period will continue for as long as Extended Cure Time remains): (i) Any failure at any time to comply with the provisions covenant set forth in the first sentence of Section 3.1; (ii) Any failure at any time to comply with the provisions of Section 3.23.2(a)(i), Section 3.3if such violation is not cured on the Exchange Business Day on which the Adviser becomes aware of such violation; provided, Section 3.4(d) or 3.6that the Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days; (iii) Any failure at any time to comply with the provisions of Section 3.4(a3.3(c); (iv) unless such Any failure is attributable solely to a Force Majeure Event; provided, however, that if such failure at any time to comply with Section 3.4(a3.2(a)(ii) is or Section 3.3 (other than Section 3.3(c)), unless cured by the result end of a Force Majeure Event that causes a failure to comply for five consecutive calendar days, such failure to comply will be considered a Trigger Event notwithstanding the exception in this Section 4.1(a)(iii) for a Force Majeure Event;provided further that the Adviser shall have a cure period for its first three failures to meet the 9 p.m. reporting obligation of Section 3.4(a) as follows: the Warranty Provider shall be required to make a good faith effort to notify (by e-mail or otherwise) the Adviser of its intention to declare a Trigger Event and the Adviser shall have until 8 a.m. on the Exchange Business Day immediately succeeding following the day Exchange Business Day on which the such violation occurred to transmit the Daily Report required by Section 3.4(a). For the avoidance of doubtoccurred; (v) The termination of, it is acknowledged and agreed that the failure of the Warranty Provider, due to its own act or omission, to receive information otherwise transmitted by the Adviser in accordance with Section 3.4(a), shall not be considered to be a failure to comply with Section 3.4(a), provided that once the Adviser is advised by the Warranty Provider of its failure to receive a properly transmitted reportwith, the Adviser shall re-transmit the information as soon as reasonably practicable.Expense Limitation Agreement; (ivvi) Any violation of Article III (other than Sections 3.2(a)(vi) and (xi)) that is not provided for in clause (i), (ii), or (iii) or (iv) above unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the Adviser becomes aware of such violation; provided, that could have an Adverse Effectthe Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days; (vii) Any violation of Section 3.2(a)(vi) or (xi) above, unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the violation occurredAdviser becomes aware of such violation; (vviii) The Fund shall fail to pay the Financial Warranty Fee when due as provided in Section 2.4 and such failure shall continue unremedied for a period of ten two Business Days following after notice of such failure by from the Warranty Provider to the FundProvider; (vi) (Aix) The Adviser resigns; (B) , the Fund elects to terminate the Investment Management Agreement with the Adviser; (C) the Fund appoints a successor adviser (including a subadviser) without the prior written consent of the Warranty Provider in its sole discretion; (D) Adviser or the Investment Management Agreement terminates in accordance with its terms; or (E) the Adviser becomes prohibited from serving as an investment adviser to the Fund by Section 9 of the Investment Company Act; terms and in each of the cases of (A) through (E) above, any successor adviser (including the Adviser) that agrees to be bound by the terms of this Agreement is appointed by the Board of the Trust or the Shareholders, in each case without the prior written consent of not acceptable to the Warranty Provider in its reasonable discretiondiscretion after considering the reputation of the successor adviser, its experience in managing large cap equity and fixed income portfolios, its size, its financial condition, its ability to manage the Fund Portfolio in accordance with the Registration Statement and its ability to comply with the Adviser's obligations under this Agreement and the Transaction Documents to which it is a party; provided provided, that if the Warranty Provider’s failure to consent to a successor adviser is the Adviser or an Affiliate of the Adviser, such successor adviser shall be deemed to be reasonable if, among other possible reasons, the successor adviser (1) fails to agree to all of the terms of the Transaction Documents to which the Adviser is a party, (2) fails to meet the credit approval procedures then in place for business transactions with acceptable by the Warranty Provider; (3) is subject to any litigation, regulatory action or other proceeding that may affect its ability to perform any of the Transaction Documents; (4) may in any reasonable manner adversely affect the Warranty Provider’s economic bargain under this Agreement; or (5) is not reasonably believed by the Warranty Provider to be capable of managing the Fund; (viix) The Adviser resigns, the Fund elects to terminate the Investment Management Agreement with the Adviser or the Investment Management Agreement terminates in accordance with its terms and either (Ai) the Adviser is no longer obligated to manage the Fund pursuant to the terms of the Investment Management Agreement and none of (A) a successor investment adviser acceptable to the Warranty Provider Provider, (B) the Adviser or (C) an Affiliate of the Adviser has not entered into an investment management agreement with the Fund or (Bii) the termination of the Investment Management Agreement is not yet effective but the Board of the Trust, on behalf Trustees of the Fund, Fund has indicated its intention to the Warranty Provider, or taken any further action, to appoint a successor investment adviser other than the Adviser or an Affiliate of the Adviser notwithstanding the fact that the Warranty Provider has advised the Board of Trustees that such successor investment adviser would not be acceptable to the Warranty Provider, Provider based upon the standards included in its sole discretionSection 4.1(a)(ix), then in either such case a Trigger Event shall be deemed to have occurred notwithstanding the fact that a successor investment adviser has not yet been appointed; (viiixi) Subject to the foregoing provisions of this Section 4.1(a), the The Adviser does nototherwise manage not, in all material respects respects, manage the assets of the Fund in accordance with the investment objective, policies and strategies currently set forth in the Registration Statement and/or or in accordance with the Investment Management Agreement; (ixxii) Any representation or warranty made by the Adviser, the Trust Adviser or the Trust on behalf of the Fund Fund, in any Transaction Document or in any document or certification provided in connection with any Transaction Document, shall have been incorrect or misleading when made or when deemed made, except where such incorrect or misleading representation or warranty could would not reasonably be expected to have an Adverse EffectEffect in respect of the Adviser or Fund; (xxiii) The Equity Limit for a Class of Shares is less than 0.025; (xiv) The Adviser, the Trust, the Fund or the Custodian shall fail to perform any obligation, or shall breach any covenant, under this Agreement or the Transaction Documents that is not expressly provided for in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) or (ixxi) above, which failure could reasonably be expected to have an Adverse Effectand Effect in respect of the Adviser or Fund and such violation, if capable of being remedied, shall continue unremedied for a period of three Business Days after the Adviser or the Custodian, as the case may be, becomes aware of the occurrence of such breach or failure; provided, that the Adviser or the Custodian, as the case may be, shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days;; or (xixv) The occurrence of any of the following: (A) a Regulatory Event or Litigation Event (other than a Litigation Event arising out of a claim under this Agreement between the Adviser and/or the Trust on behalf of the Fund on one side and the Warranty Provider on the other side), or (B) an Act of Insolvency occurs with respect to the Adviser or the Fund; (C) the Trust, with respect to the Fund, ceases to be (1) duly registered with the Commission as an open-end management investment company under the Investment Company Act, (2) an investment company for purposes of the Commodity Exchange Act, or (3) a regulated investment company eligible to receive pass through tax treatment under Subchapter M of the Code; or (D) the adoption by the Fund of a new share class without the express written consent of the Warranty Provider. (xii) Any change in circumstances occurs with respect to an Underlying Fund or Eligible Money Market Fund, that could have an Adverse Effect on the Fund, the Adviser or the Warranty Provider, and the Fund fails to liquidate all of its shares of the Underlying Fund or Eligible Money Market Fund, as applicable, within 2 Exchange Business Days; provided thata decrease in net asset value occurring due to market fluctuations in the case of an Underlying Fund shall not be considered to be such an Adverse Effect; and further provided that with respect to an Eligible Money Market Fund and for purposes of this subsection (xii) a material adverse effect shall include having a net asset value other than $1.00 per share; (xiii) If the Adviser at any time fails to have at least $__ billion of assets under management; provided that if the Adviser’s assets under management fall under $__ billion, the Adviser shall have 30 Business Days to arrange for an entity under common control with the Adviser to unconditionally guarantee the Adviser’s obligations under this Agreement, as such guarantee may be approved in writing by the Warranty Provider in its sole discretion; or (xiv) (A) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested to be managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act; unless such failure is remedied within two Exchange Business Days; (B) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested that is not registered under the Investment Company Act to be managed pursuant to the requirements of Rule 12d1-1(b) under the Investment Company Act; unless such failure is remedied within two Exchange Business Days. (b) Notwithstanding any other provision hereof, in the if an event of has occurred and is continuing, which, if not cured or waived would give rise to a Potential Trigger Event, then the Adviser shall may not permit cause the Fund to acquire any additional Eligible Equity Investments until such Potential Trigger Event event is cured and shall upon becoming aware of such Potential Trigger Event event immediately notify the Warranty Provider of such Potential Trigger Eventevent, which notice shall include a description of the manner in which the Adviser intends to cure such Potential Trigger Event event (“"Curative Steps”"), the Adviser’s 's assessment of the likelihood of success, the time the Adviser expects to elapse before such Potential Trigger Event event is cured, and such other information as the Warranty Provider may reasonably request. Upon sending such notice to the Warranty Provider, the Adviser shall immediately take the Curative Steps set forth in such notice unless and until such time as the Warranty Provider notifies the Adviser that it objects to such Curative Steps, in which case the Adviser shall immediately cease the implementation of such Curative Steps. The Warranty Provider shall only object to such Curative Steps if, if in the Warranty Provider’s 's reasonable discretion, they are not consistent with this Agreement or are not likely to be an effective cure of the Potential Trigger Event within the cure period set forth in Section 4.1(a), if any. If the Adviser violates this Section 4.1(b), then a Trigger Event shall be deemed to have occurred. (c) If a Trigger Event occursoccurs and is continuing past the cure period specified therein (if applicable), then, at the election of the Warranty Provider in its sole discretion, the Warranty Provider shall have the right at any time after such Trigger Event to either (i) (A) instruct direct the Adviser or the Custodian, as selected by the Warranty Provider, to invest all of the Fund’s 's assets in accordance with Section 4.2(a) for the remainder of the Warranty Period or (B) to deliver the Irrevocable Instructions to the Custodian to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period (in each case, a “Trigger Initiated "Permanent Defeasance Event”") or (ii) adjust the MultipleCushion. Any such adjustment to the Multiple shall be permanent, unless and until further adjusted by the Warranty Provider in its sole discretion. For the avoidance of doubt, the parties hereto agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple, the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or 4.1(c)(i)(B). The Warranty Provider shall notify the Adviser and the Fund of the Warranty Provider’s decision to 's exercise the of remedies pursuant to this Section 4.1(c) prior to such exercise. The Adviser shall invest all of the Fund’s assets in accordance with Section 4.2(a) within one Exchange Business Day following its receipt of a written instruction by the Warranty Provider under Section 4.1(c)(i)(A). (d) In the event of (i) an act or omission on the part of the Adviser with respect to the Trust or the Fund which constitutes a breach of this Agreement, negligence, recklessness, bad faith, faith or willful misconduct or fraudmisconduct, including by way of example only and not intended as an exhaustive list, if (A) the Adviser fails causes the Fund to comply with the Portfolio Requirements prior to a Trigger Initiated Defeasance Event or Market Initiated Defeasance Eventpurchase additional Eligible Equity Investments in violation of Sections 3.3(d) and 4.1(b), (B) any there is a violation of reporting in accordance with Section 3.4(a3.2(a)(i) or (ii), including material inaccuracies or late transmission of information, or (C) the Adviser causes the Fund to purchase investments other than those permitted to be invested in hereunder after the occurrence event of a Trigger Initiated Permanent Defeasance Event or a Market Initiated Defeasance Event resulting in a violation of Section 4.1(cSections 4.1(c)(i) or Section and 4.2(a) (such conduct referenced in subsection (i) of this Section 4.1(d), the “"Adviser Conduct”) "), and (ii) the existence of a Floor PV Shortfall, the Adviser agrees to pay to the Warranty Provider an amount equal to the amount of such Floor PV Shortfall determined as provided in this Section 4.1(d) to have been directly or indirectly attributable to such Adviser Conduct. The amount of such Floor PV Shortfall directly or indirectly attributable to the Adviser Conduct shall be equal to the sum of the differences with respect to each Class of Shares, if negative, between (a) the actual NAV Per Share as of the date of determination and (b) the hypothetical NAV Per Share of a hypothetical portfolio comprised of the actual portfolio assets as of the date of determination adjusted to eliminate the effect of the Adviser Conduct to the extent necessary to eliminate any Floor Shortfall directly or indirectly attributable to such Adviser Conduct. In making the determination of the Floor PV Shortfall, the hypothetical portfolio will be based on the actual portfolio of assets as of the date of determination adjusted to bring the portfolio into compliance with all of the restrictions of Section 3.2 hereof, by decreasing and increasing positions in asset classesclasses or sectors, as the case may be, on a pro rata basis. In addition, if all of the Fund’s assets are required to be invested in a Defeasance Portfolio pursuant to Sections 4.1(c)(i) and 4.2 and the Fund’s assets are not so invested on the Exchange Business Day immediately following the Defeasance Date and for the remainder of the Warranty Period, then if (and only if) a Floor Shortfall or an additional Floor Shortfall (collectively “Additional Floor Shortfall”) arises due to the Fund’s assets not being so invested within such period and/or for the remainder of the Warranty Period, then the Adviser agrees to pay to the Warranty Provider such Additional Floor Shortfall (if any). The Fund’s assets shall be deemed to be invested in the Defeasance Portfolio if at the time of determination the Fund has executed orders to sell all Eligible Equity Investments and Ineligible Investments, if any, and subsequent thereto has executed orders to invest all of the proceeds thereof in the Defeasance Portfolio. The Warranty Provider shall notify (the “"Determination Notice”") the Adviser in writing of its determination that Adviser Conduct has occurred and any Floor of such PV Shortfall directly or indirectly attributable to such the Adviser Conduct and any Additional Floor ShortfallConduct. If the Adviser disagrees with the Warranty Provider’s 's determination that there has been Adviser Conduct and/or the amount of the Floor PV Shortfall directly or indirectly attributable to such the Adviser Conduct and/or the amount of the Additional Floor Shortfall contained in the Determination Notice, then (i) the Adviser shall notify (the “"Objection Notice”") the Warranty Provider in writing of such disagreement within five three Business Days after the delivery by the Warranty Provider of the Determination Notice and (ii) unless the Adviser and the Warranty Provider otherwisotherwise agree on the amount of such PV Shortfall directly or indirectly attributable to the Adviser Conduct, the amount thereof shall be determined by arbitration in accordance with the procedures set forth in Section 4.1(e). If the Adviser does not provide the Warranty Provider with the Objection Notice within such three Business Day period, then the Adviser shall be deemed to have agreed to the Warranty Provider's determination of the PV Shortfall directly or indirectly attributable to the Adviser Conduct contained in the Determination Notice. Any amount payable by the Adviser under this Section 4.1(d) with respect to certain Adviser Conduct (i) shall be paid to the Warranty Provider within three Business Days of the delivery of the Determination Notice or if such PV Shortfall is determined pursuant to an arbitration proceeding, within three Business Days after such final arbitration decision; provided that should the parties otherwise agree on such PV Shortfall, such PV Shortfall shall be paid to the Warranty Provider within three Business Days of such agreement; and (ii) shall be reduced by any amounts paid by the Adviser to the Fund as a result of the same Adviser Conduct to the extent that the Total NAV is increased and the PV Shortfall is in fact decreased by such amount. In the event that the Adviser fails to pay to the Warranty Provider any amounts payable under this Section 4.1(d) within the time period specified herein, the Shortfall Amount shall be decreased on a pro rata basis by the percentage of the PV Shortfall directly or indirectly attributable to the Adviser Conduct. Notwithstanding anything contained in this Section 4.1(d) to the contrary, solely for purposes of this Section 4.1(d), the Adviser shall not be deemed to have committed Adviser Conduct and consequently shall not be liable for any payment under this Section 4.1(d) if (a) a Potential Trigger Event occurs and (b) such Potential Trigger Event is cured or waived within the cure period specified in Section 4.1(a) for the cure of such Potential Trigger Event. The payment of the PV Shortfall amount by the Adviser to the Warranty Provider pursuant to this Section 4.1(d) is in addition to, and not in lieu of, any obligations of the Adviser or Fund to indemnify the Warranty Provider under this Agreement. (e) In the event that the terms of Section 4.1(d) provide for arbitration, each of the Warranty Provider and the Adviser shall select one arbitrator within seven Business Days after the delivery by the Adviser of the Objection Notice; provided, however, that if either of such parties shall fail to select an arbitrator within such period, such arbitrator shall be appointed by the American Arbitration Association. The two arbitrators selected shall select a third arbitrator within five Business Days after each of such arbitrators have been selected or, if they shall be unable to agree on a third arbitrator within such time, such third arbitrator shall be appointed by the American Arbitration Association. Each arbitrator shall be of exemplary qualifications and stature, and no person affiliated with any party hereto shall be eligible to be an arbitrator. The arbitration shall be held in New York, New York and be governed by the Commercial Arbitration Rules of the American Arbitration Association and the decision of a majority of the arbitrators shall be final, binding and subject to judicial enforcement and with respect to the specific Adviser Conduct that is the subject of such arbitration decision, shall be the exclusive remedy of the Warranty Provider; provided, however, that, notwithstanding the foregoing, the Warranty Provider shall not be limited from seeking indemnification under Section 5.2(a)(iii) and (a)(v) hereof. Fees and expenses of the arbitration (including fees and expenses of the arbitrators) shall be shared by the parties to the arbitration equally.

Trigger Events. (a) The following events shall constitute Trigger Events hereunder; provided, however, that in the event the New York Stock Exchange closes more than two hours early or does not open on any Exchange Business Day due to any Force Majeure Event, other than due to the effect of exchange “circuit-breaker” induced closings (an “Early Close Exchange Business Day”), the cure periods specified in this Section 4.1(a) will be automatically extended until the next Exchange Business Day following the Early Close Exchange Business Day; provided that if three or more Early Close Exchange Business Days occur consecutively, the Warranty Provider may declare an immediate end to the cure period at 9 am New York time a.m. (Eastern time) on the third such subsequent Early Close Exchange Business Day. (i) Any failure at any time to comply with the provisions of Section 3.1; (ii) Any failure to comply with the provisions of Section 3.2, Section 3.3, Section 3.4(d) or 3.6; (iii) Any failure at any time to comply with the provisions of Section 3.4(a) unless such failure is attributable solely to a Force Majeure Event; provided, however, that if such failure to comply with Section 3.4(a) is the result of a Force Majeure Event that causes a failure to comply for five consecutive calendar days, such failure to comply will be considered a Trigger Event notwithstanding the exception in this Section 4.1(a)(iii) for a Force Majeure Event;provided Event; provided further that the Adviser shall have a cure period for its first three failures to meet the 9 p.m. reporting obligation of Section 3.4(a) as follows: the Warranty Provider shall be required to make a good faith effort to notify (by e-mail or otherwise) the Adviser of its intention to declare a Trigger Event and the Adviser shall have until 8 8:00 a.m. (Eastern time) on the Exchange Business Day immediately succeeding the day on which the violation occurred to transmit the Daily Report required by Section 3.4(a). For the avoidance of doubt, it is acknowledged and agreed that the failure of the Warranty Provider, due to its own act or omission, to receive information otherwise transmitted by the Adviser in accordance with Section 3.4(a), shall not be considered to be a failure to comply with Section 3.4(a), provided that once the Adviser is advised by the Warranty Provider of its failure to receive a properly transmitted report, the Adviser shall re-transmit the information as soon as reasonably practicable.; (iv) Any violation of Article III that is not provided for in clause (i), (ii), or (iii) above that could have an Adverse Effect, unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the violation occurred; (v) The Fund shall fail to pay the Financial Warranty Fee when due as provided in Section 2.4 and such failure shall continue unremedied for a period of ten Business Days following notice of such failure by the Warranty Provider to the Fund; (vi) (A) The Adviser resigns; (B) the Fund elects to terminate the Investment Management Agreement with the Adviser; (C) the Fund appoints a successor adviser (including a subadviser) without the prior written consent of the Warranty Provider in its sole discretion; (D) the Investment Management Agreement terminates in accordance with its terms; or (E) the Adviser becomes prohibited from serving as an investment adviser to the Fund by Section 9 of the Investment Company Act; and in each of the cases of (A) through (E) above, any successor adviser (including the Adviser) that agrees to be bound by the terms of this Agreement is appointed by the Board of the Trust or the Shareholders, in each case without the prior written consent of the Warranty Provider in its reasonable discretion; provided that the Warranty Provider’s failure to consent to a successor adviser shall be deemed to be reasonable if, among other possible reasons, the successor adviser (1) fails to agree to all of the terms of the Transaction Documents to which the Adviser is a party, (2) fails to meet the credit approval procedures then in place for business transactions with the Warranty Provider; (3) is subject to any litigation, regulatory action or other proceeding that may affect its ability to perform any of the Transaction Documents; (4) may in any reasonable manner adversely affect the Warranty Provider’s economic bargain under this Agreement; or (5) is not reasonably believed by the Warranty Provider to be capable of managing the Fund; (vii) The Adviser resigns, the Fund elects to terminate the Investment Management Agreement with the Adviser or the Investment Management Agreement terminates in accordance with its terms and either (A) the Adviser is no longer obligated to manage the Fund pursuant to the terms of the Investment Management Agreement and a successor investment adviser acceptable to the Warranty Provider has not entered into an investment management agreement with the Fund or (B) the termination of the Investment Management Agreement is not yet effective but the Board of the Trust, on behalf of the Fund, has indicated its intention to the Warranty Provider, or taken any further action, to appoint a successor investment adviser notwithstanding the fact that the Warranty Provider has advised the Board that such successor investment adviser would not be acceptable to the Warranty Provider, in its sole discretion, then in either such case a Trigger Event shall be deemed to have occurred notwithstanding the fact that a successor investment adviser has not yet been appointed; (viii) Subject to the foregoing provisions of this Section 4.1(a), the Adviser does nototherwise manage in all material respects the assets of the Fund in accordance with the investment objective, policies and strategies set forth in the Registration Statement and/or in accordance with the Investment Management Agreement; (ix) Any representation or warranty made by the Adviser, the Trust or the Trust on behalf of the Fund in any Transaction Document or in any document or certification provided in connection with any Transaction Document, shall have been incorrect or misleading when made or when deemed made, except where such incorrect or misleading representation or warranty could not reasonably be expected to have an Adverse Effect; (x) The Adviser, the Trust, the Fund or the Custodian shall fail to perform any obligation, or shall breach any covenant, under this Agreement or the Transaction Documents that is not expressly provided for in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) or (ix) above, which failure could reasonably be expected to have an Adverse Effectand such violation, if capable of being remedied, shall continue unremedied for a period of three Business Days after the Adviser becomes aware of the occurrence of such breach or failure; provided, that the Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days; (xi) The occurrence of any of the following: (A) a Regulatory Event or Litigation Event (other than a Litigation Event arising out of a claim under this Agreement between the Adviser and/or the Trust on behalf of the Fund on one side and the Warranty Provider on the other side), (B) an Act of Insolvency with respect to the Adviser or the Fund; (C) the Trust, with respect to the Fund, ceases to be (1) duly registered with the Commission as an open-end management investment company under the Investment Company Act, (2) an investment company for purposes of the Commodity Exchange Act, or (3) a regulated investment company eligible to receive pass through tax treatment under Subchapter M of the Code; or (D) the adoption by the Fund of a new share class without the express written consent of the Warranty Provider. (xii) Any change in circumstances occurs with respect to an Underlying Fund or Eligible Money Market Fund, that could have an Adverse Effect on the Fund, the Adviser or the Warranty Provider, and the Fund fails to liquidate all of its shares of the Underlying Fund or Eligible Money Market Fund, as applicable, within 2 Exchange Business Days; provided thata decrease in net asset value occurring due to market fluctuations in the case of an Underlying Fund shall not be considered to be such an Adverse Effect; and further provided that with respect to an Eligible Money Market Fund and for purposes of this subsection (xii) a material adverse effect shall include having a net asset value other than $1.00 per share; (xiii) If the Adviser at any time fails to have at least $_______ billion of assets under management; provided that if the Adviser’s assets under management fall under $__ billion______, the Adviser shall have 30 ___ Business Days to arrange for an entity under common control with the Adviser to unconditionally guarantee the Adviser’s obligations under this Agreement, as such guarantee may be approved in writing by the Warranty Provider in its sole discretion; or (xiv) (A) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested to be managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act; unless such failure is remedied within two Exchange Business Days; (B) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested that is not registered under the Investment Company Act to be managed pursuant to the requirements of Rule 12d1-1(b) under the Investment Company Act; unless such failure is remedied within two Exchange Business Days. (b) Notwithstanding any other provision hereof, in the event of a Potential Trigger Event, the Adviser shall not permit the Fund to acquire any additional Eligible Equity Investments until such Potential Trigger Event is cured and shall upon becoming aware of such Potential Trigger Event immediately notify the Warranty Provider of such Potential Trigger Event, which notice shall include a description of the manner in which the Adviser intends to cure such Potential Trigger Event (“Curative Steps”), the Adviser’s assessment of the likelihood of success, the time the Adviser expects to elapse before such Potential Trigger Event is cured, and such other information as the Warranty Provider may reasonably request. Upon sending such notice to the Warranty Provider, the Adviser shall immediately take the Curative Steps set forth in such notice unless and until such time as the Warranty Provider notifies the Adviser that it objects to such Curative Steps, in which case the Adviser shall immediately cease the implementation of such Curative Steps. The Warranty Provider shall only object to such Curative Steps if, in the Warranty Provider’s reasonable discretion, they are not consistent with this Agreement or are not likely to be an effective cure of the Potential Trigger Event within the cure period set forth in Section 4.1(a), if any. (c) If a Trigger Event occurs, then, at the election of the Warranty Provider in its sole discretion, the Warranty Provider shall have the right at any time after such Trigger Event to either (i) (A) instruct the Adviser to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period or (B) to deliver the Irrevocable Instructions to the Custodian to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period (in each case, a “Trigger Initiated Defeasance Event”) or (ii) adjust the Multiple. Any such adjustment to the Multiple shall be permanent, unless and until further adjusted by the Warranty Provider in its sole discretion. For the avoidance of doubt, the parties hereto agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple, the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or 4.1(c)(i)(B). The Warranty Provider shall notify the Adviser and the Fund of the Warranty Provider’s decision to exercise the remedies pursuant to this Section 4.1(c) prior to such exercise. The Adviser shall invest all of the Fund’s assets in accordance with Section 4.2(a) within one Exchange Business Day following its receipt of a written instruction by the Warranty Provider under Section 4.1(c)(i)(A). (d) In the event of (i) an act or omission on the part of the Adviser with respect to the Trust or the Fund which constitutes a breach of this Agreement, negligence, recklessness, bad faith, willful misconduct or fraud, including by way of example only and not intended as an exhaustive list, if (A) the Adviser fails to comply with the Portfolio Requirements prior to a Trigger Initiated Defeasance Event or Market Initiated Defeasance Event, (B) any violation of reporting in accordance with Section 3.4(a), including material inaccuracies or late transmission of information, (C) the Adviser fails to deliver an amendment to Schedule 1 to the Irrevocable Instructions or fails to amend such Schedule 1 in accordance with the Bond Ladder pursuant to Section 4.2, or (CD) the Adviser causes the Fund to purchase investments other than those permitted to be invested in hereunder after the occurrence of a Trigger Initiated Defeasance Event or a Market Initiated Defeasance Event resulting in a violation of Section 4.1(c) or Section 4.2(a) (such conduct referenced in subsection (i) of this Section 4.1(d), the “Adviser Conduct”) and (ii) the existence of a Floor Shortfall, the Adviser agrees to pay to the Warranty Provider an amount equal to the amount of such Floor Shortfall determined as provided in this Section 4.1(d) to have been directly or indirectly attributable to such Adviser Conduct. The amount of such Floor Shortfall directly or indirectly attributable to the Adviser Conduct shall be equal to the sum of the differences with respect to each Class of Shares, if negative, between (a) the actual NAV Per Share as of the date of determination and (b) the hypothetical NAV Per Share of a hypothetical portfolio comprised of the actual portfolio assets as of the date of determination adjusted to eliminate the effect of the Adviser Conduct to the extent necessary to eliminate any Floor Shortfall directly or indirectly attributable to such Adviser Conduct. In making the determination of the Floor Shortfall, the hypothetical portfolio will be based on the actual portfolio of assets as of the date of determination adjusted to bring the portfolio into compliance with all of the restrictions of Section 3.2 hereof, by decreasing and increasing positions in asset classes, as the case may be, on a pro rata basis. In addition, if all of the Fund’s assets are required to be invested in a Defeasance Portfolio pursuant to Sections 4.1(c)(i) and 4.2 and the Fund’s assets are not so invested on the Exchange Business Day immediately following the Defeasance Date and for the remainder of the Warranty Period, then if (and only if) a Floor Shortfall or an additional Floor Shortfall (collectively “Additional Floor Shortfall”) arises due to the Fund’s assets not being so invested within such period and/or for the remainder of the Warranty Period, then the Adviser agrees to pay to the Warranty Provider such Additional Floor Shortfall (if any). The Fund’s assets shall be deemed to be invested in the Defeasance Portfolio if at the time of determination the Fund has executed orders to sell all Eligible Equity Investments and Ineligible Investments, if any, and subsequent thereto has executed orders to invest all of the proceeds thereof in the Defeasance Portfolio. The Warranty Provider shall notify (the “Determination Notice”) the Adviser in writing of its determination that Adviser Conduct has occurred and any Floor Shortfall directly or indirectly attributable to such Adviser Conduct and any Additional Floor Shortfall. If the Adviser disagrees with the Warranty Provider’s determination that there has been Adviser Conduct and/or the amount of the Floor Shortfall directly or indirectly attributable to such Adviser Conduct and/or the amount of the Additional Floor Shortfall contained in the Determination Notice, then (i) the Adviser shall notify (the “Objection Notice”) the Warranty Provider in writing of such disagreement within five Business Days after the delivery by the Warranty Provider of the Determination Notice and (ii) unless the Adviser and the Warranty Provider otherwisWarrant

Trigger Events. (a) The following events shall constitute Trigger Events hereunder; provided, however, that in the event the New York Stock Exchange closes more than two hours early or does not open on any Exchange Business Day due to any Force Majeure Event, extraordinary or other than due to the effect of exchange “circuit-breaker” induced closings circumstances (an “"Early Close Exchange Business Day”)") and a suspension of redemptions of the ------------------------------------- Underlying Fund has occurred as permitted in accordance with the Investment Company Act, the cure periods specified in this Section 4.1(a) will be -------------- automatically extended until the next Exchange Business Day following the Early Close Exchange Business Day; provided that if three or more Early Close Exchange Business Days occur consecutively, the Warranty Provider may declare an immediate end to the cure period at 9 am New York time on the third such subsequent Early Close Exchange Business Day. (i) Any failure at any time to comply with the provisions covenants set forth in the first two sentences of Section 3.1;; ----------- (ii) Any failure at any time to comply with the provisions of Section -------- 3.2 (a) (i), unless such failure is cured by the Fund executing a sales --------- order with respect to such Ineligible Investment on the Exchange Business Day following the day on which such failure occurs; provided that if such failure to comply with Section 3.33.2(a)(i) occurs because ------------------ the Fund has received Ineligible Investments due solely as a result of an in-kind redemption from the Underlying Fund, Section 3.4(d) a Trigger Event shall have occurred unless the Fund executes sales orders with respect to such Ineligible Investments during the next Exchange Business Day on which the securities exchanges or 3.6markets on which such Ineligible Investments are listed are open; (iii) Any failure to comply with Section 3.2(a)(ii), Section 3.3 or Section ------------------- ----------- -------- 3.4(d), unless in the case of a violation of Section 3.2(a)(ii) as of ------ ------------------- the close of business on any Exchange Business Day, the Market Value of the portion of the Fund's assets allocated to the Equity Portfolio, calculated as a percentage of Total NAV of the Fund, does not exceed the Maximum Equity Component provided to the Adviser by the Warranty Provider in accordance with Section 3.3(b) prior to 9:00 a.m. on the -------------- immediately succeeding Exchange Business Day; (iv) Any failure at any time to comply with the provisions of Section 3.4(a) -------------- unless such failure is attributable solely to the conduct of the Warranty Provider or a Force Majeure Event; provided; (v) The termination of, however, that if such or failure to comply with Section 3.4(a) is with, the result Expense Limitation Agreement or the amendment of a Force Majeure Event that causes a failure to comply for five consecutive calendar days, such failure to comply will be considered a Trigger Event notwithstanding Agreement in each case without the exception in this Section 4.1(a)(iii) for a Force Majeure Event;provided further that the Adviser shall have a cure period for its first three failures to meet the 9 p.m. reporting obligation of Section 3.4(a) as follows: the Warranty Provider shall be required to make a good faith effort to notify (by e-mail or otherwise) the Adviser of its intention to declare a Trigger Event and the Adviser shall have until 8 a.m. on the Exchange Business Day immediately succeeding the day on which the violation occurred to transmit the Daily Report required by Section 3.4(a). For the avoidance of doubt, it is acknowledged and agreed that the failure prior written consent of the Warranty Provider, due to its own act or omission, to receive information otherwise transmitted by the Adviser in accordance with Section 3.4(a), which consent shall not be considered to be a unreasonably withheld if, in the sole discretion of the Warranty Provider, any such termination, failure to comply with Section 3.4(a), provided that once the Adviser is advised by or amendment does not increase the Warranty Provider of its failure to receive a properly transmitted report, Provider's liabilities or risks or decrease the Adviser shall re-transmit the information as soon as reasonably practicable.Warranty Provider's economic bargain under any Transaction Document; (ivvi) Any violation of Article III that is not provided for in clause (i), ----------- (ii), (iii) or (iiiiv) above that could have an Adverse Effect, unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the violation occurred; (vvii) Except as otherwise set forth herein, any failure by the Adviser or the Fund to adjust the allocation of the Fund's assets between the Equity Component and the Fixed Income Component in order to comply with any adjustment to the Multiple made by the Warranty Provider (or Calculation Agent) under this Agreement; (viii) The Fund shall fail to pay the Financial Warranty Fee when due as provided in Section 2.4 and such failure shall continue unremedied for ----------- a period of ten two Business Days following notice of such failure by the Warranty Provider to the FundFund or the Adviser; (vi) (A) The Adviser resigns; (B) the Fund elects to terminate the Investment Management Agreement with the Adviser; (C) the Fund appoints a successor adviser (including a subadviser) without the prior written consent of the Warranty Provider in its sole discretion; or (D) the Investment Management Agreement terminates in accordance with its terms; or (E) the Adviser becomes prohibited from serving as an investment adviser to the Fund by Section 9 of the Investment Company Act; terms and in each of the cases of (A) through (E) above, case any successor adviser (including the Adviser) that agrees to be bound by the terms of this Agreement is appointed by the Board of Trustees of the Trust or the Shareholders, in each case without the prior written consent of the Warranty Provider in its reasonable sole discretion; provided that the Warranty Provider’s failure to consent to a successor adviser shall be deemed to be reasonable if, among other possible reasons, the successor adviser (1) fails to agree to all of the terms of the Transaction Documents to which the Adviser is a party, (2) fails to meet the credit approval procedures then in place for business transactions with the Warranty Provider; (3) is subject to any litigation, regulatory action or other proceeding that may affect its ability to perform any of the Transaction Documents; (4) may in any reasonable manner adversely affect the Warranty Provider’s economic bargain under this Agreement; or (5) is not reasonably believed by the Warranty Provider to be capable of managing the Fund; (viix) The Adviser resigns, the Fund elects to terminate the Investment Management Agreement with the Adviser or the Investment Management Agreement terminates in accordance with its terms and either (A) the Adviser is no longer obligated to manage the Fund pursuant to the terms of the Investment Management Agreement and a successor investment adviser acceptable to the Warranty Provider has not entered into an investment management agreement with the Fund or (B) the termination of the Investment Management Agreement is not yet effective but the Board of Trustees of the Trust, on behalf of the Fund, has indicated its intention to the Warranty Provider, or taken any further action, to appoint a successor investment adviser notwithstanding the fact that the Warranty Provider has advised the Board of Trustees that such successor investment adviser would not be acceptable to the Warranty Provider, in its sole discretion, then in either such case a Trigger Event shall be deemed to have occurred notwithstanding the fact that a successor investment adviser has not yet been appointed; (viiixi) Subject to the foregoing provisions of this Section 4.1(a), the Adviser -------------- does nototherwise not otherwise manage in all material respects the assets of the Fund in accordance with the investment objective, policies and strategies set forth in the Registration Statement and/or in accordance with the Investment Management Agreement; (ixxii) Any representation or warranty made by the Adviser, the Trust or the Trust on behalf of the Fund in any Transaction Document or in any document or certification provided in connection with any Transaction Document, shall have been incorrect or misleading when made or when deemed made, except where such incorrect or misleading representation or warranty could would not reasonably be expected to have an Adverse Effect; (xxiii) The Adviser, the Trust, the Fund or the Custodian shall fail to perform any obligation, or shall breach any covenant, under this Agreement or the Transaction Documents that is not expressly provided for in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) or (ixxi) above, which failure could reasonably be expected to have an Adverse Effectand Effect and such violation, if capable of being remedied, shall continue unremedied for a period of three Business Days after the Adviser becomes aware of the occurrence of such breach or failure; provided, that the Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days;; or (xixiv) The occurrence of any of the following: (A) a Regulatory Event or Litigation Event (other than a Litigation Event arising out of a claim under this Agreement between the Adviser and/or the Trust on behalf of the Fund on one side and the Warranty Provider on the other side), ) or (B) an Act of Insolvency with respect to the Adviser or the Fund; (C) the Trust, with respect to the Fund, ceases to be (1) duly registered with the Commission as an open-end management investment company under the Investment Company Act, (2) an investment company for purposes of the Commodity Exchange Act, or (3) a regulated investment company eligible to receive pass through tax treatment under Subchapter M of the Code; or (D) the adoption by the Fund of a new share class without the express written consent of the Warranty Provider. (xii) Any change in circumstances occurs with respect to an Underlying Fund or Eligible Money Market Fund, that could have an Adverse Effect on the Fund, the Adviser or the Warranty Provider, and the Fund fails to liquidate all of its shares of the Underlying Fund or Eligible Money Market Fund, as applicable, within 2 Exchange Business Days; provided thata decrease in net asset value occurring due to market fluctuations in the case of an Underlying Fund shall not be considered to be such an Adverse Effect; and further provided that with respect to an Eligible Money Market Fund and for purposes of this subsection (xii) a material adverse effect shall include having a net asset value other than $1.00 per share; (xiii) If the Adviser at any time fails to have at least $__ billion of assets under management; provided that if the Adviser’s assets under management fall under $__ billion, the Adviser shall have 30 Business Days to arrange for an entity under common control with the Adviser to unconditionally guarantee the Adviser’s obligations under this Agreement, as such guarantee may be approved in writing by the Warranty Provider in its sole discretion; or (xiv) (A) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested to be managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act; unless such failure is remedied within two Exchange Business Days; (B) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested that is not registered under the Investment Company Act to be managed pursuant to the requirements of Rule 12d1-1(b) under the Investment Company Act; unless such failure is remedied within two Exchange Business Days. (b) Notwithstanding any other provision hereof, in the event of a Potential Trigger Event, the Adviser Adviser, upon becoming aware of such event, shall not permit cause the Fund to not acquire any additional Eligible Equity Investments until such Potential Trigger Event is cured and shall upon becoming aware of such Potential Trigger Event immediately notify the Warranty Provider of such Potential Trigger Event, which notice shall include a description of the manner in which the Adviser intends to cure such Potential Trigger Event (“"Curative Steps”"), the Adviser’s 's assessment of the likelihood of success, ----------------- the time the Adviser expects to elapse before such Potential Trigger Event is cured, and such other information as the Warranty Provider may reasonably request. Upon sending such notice to the Warranty Provider, the Adviser shall immediately take the Curative Steps set forth in such notice unless and until such time as the Warranty Provider notifies the Adviser that it objects to such Curative Steps, in which case the Adviser shall immediately cease the implementation of such Curative Steps. The Warranty Provider shall only object to such Curative Steps if, if in the Warranty Provider’s 's reasonable discretion, they are not consistent with this Agreement or are not likely to be an effective cure of the Potential Trigger Event within the cure period set forth in Section 4.1(a), if any.. -------------- (c) If a Trigger Event occurs, then, at the election of the Warranty Provider in its sole discretion, the Warranty Provider shall have the right at any time after such Trigger Event to either (i) (A) instruct the Adviser to invest all of the Fund’s 's assets in accordance with Section 4.2(a) for the --------------- remainder of the Warranty Protection Period or (B) to deliver the Irrevocable Instructions to the Custodian to invest all of the Fund’s 's assets in accordance with Section 4.2(a) for the remainder of the Warranty Protection Period (in -------------- each case, a “"Trigger Initiated Defeasance Event”") or (ii) adjust the ------------------------------------- Multiple. Any such adjustment to the Multiple shall be permanent, unless and until further adjusted by the Warranty Provider in its sole discretion. For the avoidance of doubt, the parties hereto agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided --------------------- in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its --------------------- rights to adjust the Multiple, the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) ---------------------- and/or 4.1(c)(i)(B). The Warranty Provider shall notify the Adviser and the ------------ Fund of the Warranty Provider’s 's decision to exercise the remedies pursuant to this Section 4.1(c) prior to such exercise. The Adviser shall invest all of -------------- the Fund’s 's assets in accordance with Section 4.2(a) within one Exchange --------------- Business Day following its receipt of a written an instruction by the Warranty Provider under Section -------- 4.1(c)(i)(A).. ------------ (d) In the event of (i) an act or omission on the part of the Adviser with respect to the Trust or the Fund which constitutes a breach of this Agreement, negligence, recklessness, bad faith, willful misconduct or fraud, including by way of example only and not intended as an exhaustive list, if (A) the Adviser fails causes the Fund to comply with the Portfolio Requirements prior to a Trigger Initiated Defeasance Event or Market Initiated Defeasance Eventpurchase additional Eligible Equity Investments in violation of Section -------- 3.3(d) and Section 4.1(b), (B) any there is a violation of reporting in accordance with Section 3.4(a3.2(a)(i) or --------------- ------------------ (ii), including material inaccuracies or late transmission of information, or (C) the Adviser causes the Fund to purchase investments other than ---- those permitted to be invested in hereunder after the occurrence of a Trigger Initiated Defeasance Event or a Market Initiated Defeasance Event resulting in a violation of Section 4.1(c) or Section 4.2(a) (such conduct referenced --------------- --------------- in subsection (i) of this Section 4.1(d), the “"Adviser Conduct”) "), and -------------- ---------------- (ii) the existence of a Floor Shortfall, the Adviser agrees to pay to the Warranty Provider an amount equal to the amount of such Floor Shortfall determined as provided in this Section 4.1(d) to have been directly or -------------- indirectly attributable to such Adviser Conduct. The amount of such Floor Shortfall directly or indirectly attributable to the Adviser Conduct shall be equal to the sum of the differences with respect to each Class of Shares, if negative, between (a) the actual NAV Per Share as of the date of determination and (b) the hypothetical NAV Per Share of a hypothetical portfolio comprised of the actual portfolio assets as of the date of determination adjusted to eliminate the effect of the Adviser Conduct to the extent necessary to eliminate any Floor Shortfall directly or indirectly attributable to such Adviser Conduct. In making the determination of the Floor Shortfall, the hypothetical portfolio will be based on the actual portfolio of assets as of the date of determination adjusted to bring the portfolio into compliance with all of the restrictions of Section 3.2 hereof, ----------- by decreasing and increasing positions in asset classes, as the case may be, on a pro rata basis. In addition, if all of the Fund’s 's assets are required to be invested in a Defeasance Portfolio pursuant to Sections 4.1(c)(i) and ------------------- 4.2 and the Fund’s 's assets are not so invested on the Exchange Business Day --- immediately following the Defeasance Date and for the remainder of the Warranty Protected Period, then if (and only if) a Floor Shortfall or an additional Floor Shortfall (collectively “"Additional Floor Shortfall”") that arises due --------------------------- to the Fund’s 's assets not being so invested within such period and/or for the remainder of the Warranty Protected Period, then the Adviser agrees to pay to the Warranty Provider such Additional Floor Shortfall (if any). The Fund’s 's assets shall be deemed to be invested in the Defeasance Portfolio if at the time of determination the Fund has executed orders to sell all Eligible Equity Investments and Ineligible Investments, if anyany (provided that in the case of orders to redeem shares of the Underlying Fund, such orders have been received and accepted by the Underlying Fund at such time of determination prior to the time that the Underlying Fund establishes its net asset value as of the next pricing time in accordance with the Investment Company Act and the rules promulgated thereunder), and subsequent thereto has executed orders to invest all of the proceeds thereof in the Defeasance Portfolio. The Warranty Provider shall notify (the “"Determination Notice”") the Adviser in --------------------- writing of its determination that Adviser Conduct has occurred and any Floor Shortfall directly or indirectly attributable to such Adviser Conduct and any Additional Floor Shortfall. If the Adviser disagrees with the Warranty Provider’s 's determination that there has been Adviser Conduct and/or the amount of the Floor Shortfall directly or indirectly attributable to such Adviser Conduct and/or the amount of the Additional Floor Shortfall contained in the Determination Notice, then (i) the Adviser shall notify (the “"Objection Notice”") the Warranty Provider in writing of such disagreement ------------------ within five Business Days after the delivery by the Warranty Provider of the Determination Notice and (ii) unless the Adviser and the Warranty Provider otherwisotherwise agree, the existence, if any, of Adviser Conduct and the amount, if any, of the Floor Shortfall directly or indirectly attributable to such Adviser Conduct and the amount of any Additional Floor Shortfall shall be determined by arbitration in accordance with the procedures set forth in Section 4.1(e) (an "Objection Event"). If the Adviser does not provide the -------------- ---------------- Warranty Provider with the Objection Notice within such five Business Day period, then the Adviser shall be deemed to have agreed to the Warranty Provider's determination of the existence of Adviser Conduct and of the amount of the Floor Shortfall directly or indirectly attributable to the Adviser Conduct and the amount of the Additional Floor Shortfall, in each case as contained in the Determination Notice. Any amount payable by the Adviser under this Section 4.1(d) with respect to Adviser Conduct (i) shall -------------- be paid to the Warranty Provider within five Business Days of the delivery of the Determination Notice or if such amount is determined pursuant to an arbitration proceeding, within five Business Days after such final arbitration decision; provided that should the parties otherwise agree on any amount payable by the Adviser under this Section 4.1(d), such amount shall be -------------- paid to the Warranty Provider within five Business Days of such agreement; and (ii) shall be reduced on a dollar for dollar basis by any amounts paid by the Adviser to the Fund (subject to applicable law) as a result of the same Adviser Conduct to the extent that the Total NAV is increased an

Trigger Events. (a) The following events shall constitute Trigger Events hereunder; provided, however, that in the event the New York Stock Exchange closes more than two hours early or does not open on any Exchange Business Day due to any Force Majeure Event, other than due to the effect of exchange “circuit-breaker” induced closings (an “Early Close Exchange Business Day”), the cure periods specified in this Section 4.1(a) will be automatically extended until the next Exchange Business Day following the Early Close Exchange Business Day; provided that if three or more Early Close Exchange Business Days occur consecutively, the Warranty Provider may declare an immediate end to the cure period at 9 am New York time on the third such subsequent Early Close Exchange Business Day. (i) Any failure at any time to comply with the provisions of Section 3.1; (ii) Any failure to comply with the provisions of Section 3.2, Section 3.3, Section 3.4(d) or 3.6; (iii) Any failure at any time to comply with the provisions of Section 3.4(a) unless such failure is attributable solely to a Force Majeure Event; provided, however, that if such failure to comply with Section 3.4(a) is the result of a Force Majeure Event that causes a failure to comply for five consecutive calendar days, such failure to comply will be considered a Trigger Event notwithstanding the exception in this Section 4.1(a)(iii) for a Force Majeure Event;provided further that the Adviser shall have a cure period for its first three failures to meet the 9 p.m. reporting obligation of Section 3.4(a) as follows: the Warranty Provider shall be required to make a good faith effort to notify (by e-mail or otherwise) the Adviser of its intention to declare a Trigger Event and the Adviser shall have until 8 a.m. on the Exchange Business Day immediately succeeding the day on which the violation occurred to transmit the Daily Report required by Section 3.4(a). For the avoidance of doubt, it is acknowledged and agreed that the failure of the Warranty Provider, due to its own act or omission, to receive information otherwise transmitted by the Adviser in accordance with Section 3.4(a), shall not be considered to be a failure to comply with Section 3.4(a), provided that once the Adviser is advised by the Warranty Provider of its failure to receive a properly transmitted report, the Adviser shall re-transmit the information as soon as reasonably practicable. (iv) Any violation of Article III that is not provided for in clause (i), (ii), or (iii) above that could have an Adverse Effect, unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the violation occurred; (v) The Fund shall fail to pay the Financial Warranty Fee when due as provided in Section 2.4 and such failure shall continue unremedied for a period of ten Business Days following notice of such failure by the Warranty Provider to the Fund; (vi) (A) The Adviser resigns; (B) the Fund elects to terminate the Investment Management Agreement with the Adviser; (C) the Fund appoints a successor adviser (including a subadviser) without the prior written consent of the Warranty Provider in its sole discretion; (D) the Investment Management Agreement terminates in accordance with its terms; or (E) the Adviser becomes prohibited from serving as an investment adviser to the Fund by Section 9 of the Investment Company Act; and in each of the cases of (A) through (E) above, any successor adviser (including the Adviser) that agrees to be bound by the terms of this Agreement is appointed by the Board of the Trust or the Shareholders, in each case without the prior written consent of the Warranty Provider in its reasonable discretion; provided that the Warranty Provider’s failure to consent to a successor adviser shall be deemed to be reasonable if, among other possible reasons, the successor adviser (1) fails to agree to all of the terms of the Transaction Documents to which the Adviser is a party, (2) fails to meet the credit approval procedures then in place for business transactions with the Warranty Provider; (3) is subject to any litigation, regulatory action or other proceeding that may affect its ability to perform any of the Transaction Documents; (4) may in any reasonable manner adversely affect the Warranty Provider’s economic bargain under this Agreement; or (5) is not reasonably believed by the Warranty Provider to be capable of managing the Fund; (vii) The Adviser resigns, the Fund elects to terminate the Investment Management Agreement with the Adviser or the Investment Management Agreement terminates in accordance with its terms and either (A) the Adviser is no longer obligated to manage the Fund pursuant to the terms of the Investment Management Agreement and a successor investment adviser acceptable to the Warranty Provider has not entered into an investment management agreement with the Fund or (B) the termination of the Investment Management Agreement is not yet effective but the Board of the Trust, on behalf of the Fund, has indicated its intention to the Warranty Provider, or taken any further action, to appoint a successor investment adviser notwithstanding the fact that the Warranty Provider has advised the Board that such successor investment adviser would not be acceptable to the Warranty Provider, in its sole discretion, then in either such case a Trigger Event shall be deemed to have occurred notwithstanding the fact that a successor investment adviser has not yet been appointed; (viii) Subject to the foregoing provisions of this Section 4.1(a), the Adviser does nototherwise manage in all material respects the assets of the Fund in accordance with the investment objective, policies and strategies set forth in the Registration Statement and/or in accordance with the Investment Management Agreement; (ix) Any representation or warranty made by the Adviser, the Trust or the Trust on behalf of the Fund in any Transaction Document or in any document or certification provided in connection with any Transaction Document, shall have been incorrect or misleading when made or when deemed made, except where such incorrect or misleading representation or warranty could not reasonably be expected to have an Adverse Effect; (x) The Adviser, the Trust, the Fund or the Custodian shall fail to perform any obligation, or shall breach any covenant, under this Agreement or the Transaction Documents that is not expressly provided for in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) or (ix) above, which failure could reasonably be expected to have an Adverse Effectand such violation, if capable of being remedied, shall continue unremedied for a period of three Business Days after the Adviser becomes aware of the occurrence of such breach or failure; provided, that the Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days; (xi) The occurrence of any of the following: (A) a Regulatory Event or Litigation Event (other than a Litigation Event arising out of a claim under this Agreement between the Adviser and/or the Trust on behalf of the Fund on one side and the Warranty Provider on the other side), (B) an Act of Insolvency with respect to the Adviser or the Fund; (C) the Trust, with respect to the Fund, ceases to be (1) duly registered with the Commission as an open-end management investment company under the Investment Company Act, (2) an investment company for purposes of the Commodity Exchange Act, or (3) a regulated investment company eligible to receive pass through tax treatment under Subchapter M of the Code; or (D) the adoption by the Fund of a new share class without the express written consent of the Warranty Provider. (xii) Any change in circumstances occurs with respect to an Underlying Fund or Eligible Money Market Fund, that could have an Adverse Effect on the Fund, the Adviser or the Warranty Provider, and the Fund fails to liquidate all of its shares of the Underlying Fund or Eligible Money Market Fund, as applicable, within 2 Exchange Business Days; provided thata decrease in net asset value occurring due to market fluctuations in the case of an Underlying Fund shall not be considered to be such an Adverse Effect; and further provided that with respect to an Eligible Money Market Fund and for purposes of this subsection (xii) a material adverse effect shall include having a net asset value other than $1.00 per share; (xiii) If the Adviser at any time fails to have at least $__ billion of assets under management; provided that if the Adviser’s assets under management fall under $__ billion, the Adviser shall have 30 Business Days to arrange for an entity under common control with the Adviser to unconditionally guarantee the Adviser’s obligations under this Agreement, as such guarantee may be approved in writing by the Warranty Provider in its sole discretion; or (xiv) (A) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested to be managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act; unless such failure is remedied within two Exchange Business Days; (B) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested that is not registered under the Investment Company Act to be managed pursuant to the requirements of Rule 12d1-1(b) under the Investment Company Act; unless such failure is remedied within two Exchange Business Days. (b) Notwithstanding any other provision hereof, in the event of a Potential Trigger Event, the Adviser shall not permit the Fund to acquire any additional Eligible Equity Investments until such Potential Trigger Event is cured and shall upon becoming aware of such Potential Trigger Event immediately notify the Warranty Provider of such Potential Trigger Event, which notice shall include a description of the manner in which the Adviser intends to cure such Potential Trigger Event (“Curative Steps”), the Adviser’s assessment of the likelihood of success, the time the Adviser expects to elapse before such Potential Trigger Event is cured, and such other information as the Warranty Provider may reasonably request. Upon sending such notice to the Warranty Provider, the Adviser shall immediately take the Curative Steps set forth in such notice unless and until such time as the Warranty Provider notifies the Adviser that it objects to such Curative Steps, in which case the Adviser shall immediately cease the implementation of such Curative Steps. The Warranty Provider shall only object to such Curative Steps if, in the Warranty Provider’s reasonable discretion, they are not consistent with this Agreement or are not likely to be an effective cure of the Potential Trigger Event within the cure period set forth in Section 4.1(a), if any. (c) If a Trigger Event occurs, then, at the election of the Warranty Provider in its sole discretion, the Warranty Provider shall have the right at any time after such Trigger Event to either (i) (A) instruct the Adviser to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period or (B) to deliver the Irrevocable Instructions to the Custodian to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period (in each case, a “Trigger Initiated Defeasance Event”) or (ii) adjust the Multiple. Any such adjustment to the Multiple shall be permanent, unless and until further adjusted by the Warranty Provider in its sole discretion. For the avoidance of doubt, the parties hereto agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple, the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or 4.1(c)(i)(B). The Warranty Provider shall notify the Adviser and the Fund of the Warranty Provider’s decision to exercise the remedies pursuant to this Section 4.1(c) prior to such exercise. The Adviser shall invest all of the Fund’s assets in accordance with Section 4.2(a) within one Exchange Business Day following its receipt of a written instruction by the Warranty Provider under Section 4.1(c)(i)(A). (d) In the event of (i) an act or omission on the part of the Adviser with respect to the Trust or the Fund which constitutes a breach of this Agreement, negligence, recklessness, bad faith, willful misconduct or fraud, including by way of example only and not intended as an exhaustive list, if (A) the Adviser fails to comply with the Portfolio Requirements prior to a Trigger Initiated Defeasance Event or Market Initiated Defeasance Event, (B) any violation of reporting in accordance with Section 3.4(a), including material inaccuracies or late transmission of information, or (C) the Adviser causes the Fund to purchase investments other than those permitted to be invested in hereunder after the occurrence of a Trigger Initiated Defeasance Event or a Market Initiated Defeasance Event resulting in a violation of Section 4.1(c) or Section 4.2(a) (such conduct referenced in subsection (i) of this Section 4.1(d), the “Adviser Conduct”) and (ii) the existence of a Floor Shortfall, the Adviser agrees to pay to the Warranty Provider an amount equal to the amount of such Floor Shortfall determined as provided in this Section 4.1(d) to have been directly or indirectly attributable to such Adviser Conduct. The amount of such Floor Shortfall directly or indirectly attributable to the Adviser Conduct shall be equal to the sum of the differences with respect to each Class of Shares, if negative, between (a) the actual NAV Per Share as of the date of determination and (b) the hypothetical NAV Per Share of a hypothetical portfolio comprised of the actual portfolio assets as of the date of determination adjusted to eliminate the effect of the Adviser Conduct to the extent necessary to eliminate any Floor Shortfall directly or indirectly attributable to such Adviser Conduct. In making the determination of the Floor Shortfall, the hypothetical portfolio will be based on the actual portfolio of assets as of the date of determination adjusted to bring the portfolio into compliance with all of the restrictions of Section 3.2 hereof, by decreasing and increasing positions in asset classes, as the case may be, on a pro rata basis. In addition, if all of the Fund’s assets are required to be invested in a Defeasance Portfolio pursuant to Sections 4.1(c)(i) and 4.2 and the Fund’s assets are not so invested on the Exchange Business Day immediately following the Defeasance Date and for the remainder of the Warranty Period, then if (and only if) a Floor Shortfall or an additional Floor Shortfall (collectively “Additional Floor Shortfall”) arises due to the Fund’s assets not being so invested within such period and/or for the remainder of the Warranty Period, then the Adviser agrees to pay to the Warranty Provider such Additional Floor Shortfall (if any). The Fund’s assets shall be deemed to be invested in the Defeasance Portfolio if at the time of determination the Fund has executed orders to sell all Eligible Equity Investments and Ineligible Investments, if any, and subsequent thereto has executed orders to invest all of the proceeds thereof in the Defeasance Portfolio. The Warranty Provider shall notify (the “Determination Notice”) the Adviser in writing of its determination that Adviser Conduct has occurred and any Floor Shortfall directly or indirectly attributable to such Adviser Conduct and any Additional Floor Shortfall. If the Adviser disagrees with the Warranty Provider’s determination that there has been Adviser Conduct and/or the amount of the Floor Shortfall directly or indirectly attributable to such Adviser Conduct and/or the amount of the Additional Floor Shortfall contained in the Determination Notice, then (i) the Adviser shall notify (the “Objection Notice”) the Warranty Provider in writing of such disagreement within five Business Days after the delivery by the Warranty Provider of the Determination Notice and (ii) unless the Adviser and the Warranty Provider otherwisby

Trigger Events. (a) The following events shall constitute Trigger Events hereunder; provided, however, that in the event the New York Stock Exchange closes more than two hours early or does not open on any Exchange Business Day due to any Force Majeure Event, extraordinary or other than due to the effect of exchange “circuit-breaker” induced closings circumstances (an “"Early Close Exchange Business Day”"), the cure periods specified in this Section 4.1(a) will be automatically extended until such that on the next Exchange Business Day following the Early Close Exchange Business Day; provided that if three or more , the cure periods will continue for the amount of time lost on such Early Close Exchange Business Days occur consecutivelyDay due to such early close (the "Extended Cure Time") (for the avoidance of doubt, should the Warranty Provider may declare next Exchange Business Day following the Early Close Exchange Business Day also be an immediate end to the cure period at 9 am New York time on the third such subsequent Early Close Exchange Business Day., the cure period will continue for as long as Extended Cure Time remains): (i) Any failure at any time to comply with the provisions covenant set forth in the first sentence of Section 3.1; (ii) Any failure at any time to comply with the provisions of Section 3.23.2(a)(i), Section 3.3if such failure is not cured (A) on the Exchange Business Day on which the Adviser becomes aware of such violation if the Adviser becomes aware of such violation prior to 1:00 p.m. on such Exchange Business Day, Section 3.4(dand (B) or 3.6by 12:00 p.m. on the Exchange Business Day following the Exchange Business Day on which the Adviser becomes aware of such violation, if the Adviser becomes aware of such violation subsequent to 1:00 p.m. on such first Exchange Business Day; provided, that the Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days; (iii) Any failure at any time to comply with the provisions of Section 3.4(a) unless such failure is attributable solely to a Force Majeure Event; provided, however, that if such failure to comply with Section 3.4(a) is the result of a Force Majeure Event that causes a failure to comply for five consecutive calendar days, such failure to comply will be considered a Trigger Event notwithstanding the exception in this Section 4.1(a)(iii) for a Force Majeure Event;provided further that the Adviser shall have a cure period for its first three failures to meet the 9 p.m. reporting obligation of Section 3.4(a) as follows: the Warranty Provider shall be required to make a good faith effort to notify (by e-mail or otherwise) the Adviser of its intention to declare a Trigger Event and the Adviser shall have until 8 a.m. on the Exchange Business Day immediately succeeding the day on which the violation occurred to transmit the Daily Report required by Section 3.4(a3.3(c). For the avoidance of doubt, it is acknowledged and agreed that the failure of the Warranty Provider, due to its own act or omission, to receive information otherwise transmitted by the Adviser in accordance with Section 3.4(a), shall not be considered to be a failure to comply with Section 3.4(a), provided that once the Adviser is advised by the Warranty Provider of its failure to receive a properly transmitted report, the Adviser shall re-transmit the information as soon as reasonably practicable.; (iv) Any violation of Article III that is not provided for in clause failure at any time to comply with Section 3.2(a)(ii) or Section 3.3 (iother than Section 3.3(c), (ii), or (iii) above that could have an Adverse Effect, unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the such violation occurred; (v) Any violation of Article III (other than a violation of Section 3.4(d) arising because the Warranty Provider was denied access to the JPM VIEWS System during a Force Majeure Event that affected such access) that is not provided for in clause (i), (ii), (iii) or (iv) above unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the Adviser becomes aware of such violation; provided, that the Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days; (vi) Any violation of Section 3.4(d) arising because the Warranty Provider was denied access to the JPM VIEWS System during a Force Majeure Event that affected such access and the Adviser is aware of such violation, unless (A) cured by the end of the third Exchange Business Day following the Exchange Business Day on which such violation occurred or (B) another arrangement that is acceptable to the Warranty Provider is established by the end of the third Exchange Business Day following the Exchange Business Day on which such violation occurred; (vii) The Fund shall fail to pay the Financial Warranty Fee when due as provided in Section 2.4 and such failure shall continue unremedied for a period of ten two Business Days following after notice of such failure by from the Warranty Provider to the FundTrust or the Adviser; (vi) (Aviii) The Adviser resigns; (B) , the Fund elects to terminate the Investment Management Agreement with the Adviser; (C) the Fund appoints a successor adviser (including a subadviser) without the prior written consent of the Warranty Provider in its sole discretion; (D) Adviser or the Investment Management Agreement terminates in accordance with its terms; or (E) the Adviser becomes prohibited from serving as an investment adviser to the Fund by Section 9 of the Investment Company Act; terms and in each of the cases of (A) through (E) above, any successor adviser (including the Adviser) that agrees to be bound by the terms of this Agreement is appointed by the Board of the Trust or the Shareholders, in each case without the prior written consent of not acceptable to the Warranty Provider in its reasonable discretiondiscretion after considering the reputation of the successor adviser, its experience in managing equity portfolios and fixed income portfolios, its size, its financial condition, its ability to manage the Fund Portfolio in accordance with the Registration Statement and its ability to comply with the Adviser's obligations under this Agreement and the Transaction Documents to which it is a party; provided provided, that if the Warranty Provider’s failure to consent to a successor adviser is the Adviser or an Affiliate of the Adviser, such successor adviser shall be deemed to be reasonable if, among other possible reasons, the successor adviser (1) fails to agree to all of the terms of the Transaction Documents to which the Adviser is a party, (2) fails to meet the credit approval procedures then in place for business transactions with acceptable by the Warranty Provider; (3) is subject to any litigation, regulatory action or other proceeding that may affect its ability to perform any of the Transaction Documents; (4) may in any reasonable manner adversely affect the Warranty Provider’s economic bargain under this Agreement; or (5) is not reasonably believed by the Warranty Provider to be capable of managing the Fund; (viiix) The Adviser resigns, the Fund elects to terminate the Investment Management Agreement with the Adviser or the Investment Management Agreement terminates in accordance with its terms and either (Ai) the Adviser is no longer obligated to manage the Fund pursuant to the terms of the Investment Management Agreement and none of (A) a successor investment adviser acceptable to the Warranty Provider Provider, (B) the Adviser or (C) an Affiliate of the Adviser has not entered into an investment management agreement with the Trust on behalf of the Fund or (Bii) the termination of the Investment Management Agreement is not yet effective but the Board of Trustees of the Trust, Trust on behalf of the Fund, Fund has indicated its intention to the Warranty Provider, or taken any further action, to appoint a successor investment adviser other than the Adviser or an Affiliate of the Adviser notwithstanding the fact that the Warranty Provider has advised the Board of Trustees that such successor investment adviser would not be acceptable to the Warranty Provider, Provider based upon the standards included in its sole discretionSection 4.1(a)(viii), then in either such case a Trigger Event shall be deemed to have occurred notwithstanding the fact that a successor investment adviser has not yet been appointed; (viiix) Subject to the foregoing provisions of this Section 4.1(a), the The Adviser does nototherwise manage not, in all material respects respects, manage the assets of the Fund in accordance with the investment objective, policies and strategies set forth in the then-current Registration Statement and/or in accordance with the Investment Management AgreementStatement; (ixxi) Any representation or warranty made by the Adviser, the Trust Adviser or the Trust on behalf of the Fund Fund, in any Transaction Document or in any document or certification provided in connection with any Transaction Document, shall have been incorrect or misleading when made or when deemed made, except where such incorrect or misleading representation or warranty could would not reasonably be expected to have an Adverse EffectEffect in respect of the Adviser or Fund; (xxii) The Equity Limit for a Class of Shares is less than 0.025; (xiii) The Adviser, the Trust, the Fund or the Custodian shall fail to perform any obligation, or shall breach any covenant, under this Agreement or the Transaction Documents that is not expressly provided for in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) or (ixxi) above, which failure could reasonably be expected to have an Adverse Effectand Effect in respect of the Adviser or Fund and such violation, if capable of being remedied, shall continue unremedied for a period of three Business Days after the Adviser or the Custodian, as the case may be, becomes aware of the occurrence of such breach or failure; provided, that the Adviser or the Custodian, as the case may be, shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days;; or (xixiv) The occurrence of any of the following: (A) a Regulatory Event or Event, (B) the Adviser becomes aware of a Litigation Event (other than a Litigation Event commenced against the Adviser or the Fund arising out of a claim under this Agreement between the Adviser and/or the Trust on behalf of the Fund on one side and the Warranty Provider on the other side); provided, that the Adviser shall be deemed to be aware of a Litigation Event if such Litigation Event has been in existence for three Exchange Business Days or (BC) an Act of Insolvency occurs with respect to the Adviser or the Fund; (C) the Trust, with respect to the Fund, ceases to be (1) duly registered with the Commission as an open-end management investment company under the Investment Company Act, (2) an investment company for purposes of the Commodity Exchange Act, or (3) a regulated investment company eligible to receive pass through tax treatment under Subchapter M of the Code; or (D) the adoption by the Fund of a new share class without the express written consent of the Warranty Provider. (xii) Any change in circumstances occurs with respect to an Underlying Fund or Eligible Money Market Fund, that could have an Adverse Effect on the Fund, the Adviser or the Warranty Provider, and the Fund fails to liquidate all of its shares of the Underlying Fund or Eligible Money Market Fund, as applicable, within 2 Exchange Business Days; provided thata decrease in net asset value occurring due to market fluctuations in the case of an Underlying Fund shall not be considered to be such an Adverse Effect; and further provided that with respect to an Eligible Money Market Fund and for purposes of this subsection (xii) a material adverse effect shall include having a net asset value other than $1.00 per share; (xiii) If the Adviser at any time fails to have at least $__ billion of assets under management; provided that if the Adviser’s assets under management fall under $__ billion, the Adviser shall have 30 Business Days to arrange for an entity under common control with the Adviser to unconditionally guarantee the Adviser’s obligations under this Agreement, as such guarantee may be approved in writing by the Warranty Provider in its sole discretion; or (xiv) (A) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested to be managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act; unless such failure is remedied within two Exchange Business Days; (B) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested that is not registered under the Investment Company Act to be managed pursuant to the requirements of Rule 12d1-1(b) under the Investment Company Act; unless such failure is remedied within two Exchange Business Days. (b) Notwithstanding any other provision hereof, in the if an event of has occurred and is continuing, which, if not cured or waived would give rise to a Potential Trigger Event, then the Adviser shall may not permit cause the Fund to acquire any additional Eligible Equity Investments until such Potential Trigger Event event is cured and shall upon becoming aware of such Potential Trigger Event event immediately notify the Warranty Provider of such Potential Trigger Eventevent, which notice shall include a description of the manner in which the Adviser intends to cure such Potential Trigger Event event (“"Curative Steps”"), the Adviser’s 's assessment of the likelihood of success, the time the Adviser expects to elapse before such Potential Trigger Event event is cured, and such other information as the Warranty Provider may reasonably request. Upon sending such notice to the Warranty Provider, the Adviser shall immediately take the Curative Steps set forth in such notice unless and until such time as the Warranty Provider notifies the Adviser that it objects to such Curative Steps, in which case the Adviser shall immediately cease the implementation of such Curative Steps. The Warranty Provider shall only object to such Curative Steps if, if in the Warranty Provider’s 's reasonable discretion, they are not consistent with this Agreement or are not likely to be an effective cure of the Potential Trigger Event within the cure period set forth in Section 4.1(a), if any. If the Adviser violates this Section 4.1(b), then a Trigger Event shall be deemed to have occurred. (c) If a Trigger Event occursoccurs and is continuing past the cure period specified therein (if applicable), then, at the election of the Warranty Provider in its sole discretion, the Warranty Provider shall have the right at any time after such Trigger Event to either (i) (A) instruct direct the Adviser or the Custodian, as selected by the Warranty Provider, to invest all of the Fund’s 's assets in accordance with Section 4.2(a) for the remainder of the Warranty Period or (B) to deliver the Irrevocable Instructions to the Custodian to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period (in each case, a “Trigger Initiated "Permanent Defeasance Event”") or (ii) adjust the MultipleCushion. Any such adjustment to the Multiple shall be permanent, unless and until further adjusted by the Warranty Provider in its sole discretion. For the avoidance of doubt, the parties hereto agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple, the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or 4.1(c)(i)(B). The Warranty Provider shall notify the Adviser and the Fund of the Warranty Provider’s decision to 's exercise the of remedies pursuant to this Section 4.1(c) prior to such exercise. The Adviser shall invest all of the Fund’s assets in accordance with Section 4.2(a) within one Exchange Business Day following its receipt of a written instruction by the Warranty Provider under Section 4.1(c)(i)(A). (d) In the event of (i) an act or omission on the part of the Adviser with respect to the Trust or the Fund which constitutes a breach of this Agreement, negligence, recklessness, bad faith, faith or willful misconduct or fraudmisconduct, including by way of example only and not intended as an exhaustive list, if (A) the Adviser fails causes the Fund to comply with the Portfolio Requirements prior to a Trigger Initiated Defeasance Event or Market Initiated Defeasance Eventpurchase additional Eligible Equity Investments in violation of Sections 3.3(d) and 4.1(b), (B) any there is a violation of reporting in accordance with Section 3.4(a3.2(a)(i) or (ii), including material inaccuracies or late transmission of information, or (C) the Adviser causes the Fund to purchase investments other than those permitted to be invested in hereunder after the occurrence event of a Trigger Initiated Permanent Defeasance Event or a Market Initiated Defeasance Event resulting in a violation of Section 4.1(cSections 4.1(c)(i) or Section and 4.2(a) (such conduct referenced in subsection (i) of this Section 4.1(d), the “"Adviser Conduct”) "), and (ii) the existence of a Floor PV Shortfall, the Adviser agrees to pay to the Warranty Provider an amount equal to the amount of such Floor PV Shortfall determined as provided in this Section 4.1(d) to have been directly or indirectly attributable to such Adviser Conduct. The amount of such Floor PV Shortfall directly or indirectly attributable to the Adviser Conduct shall be equal to the sum of the differences with respect to each Class of Shares, if negative, between (a) the actual NAV Per Share as of the date of determination and (b) the hypothetical NAV Per Share of a hypothetical portfolio comprised of the actual portfolio assets as of the date of determination adjusted to eliminate the effect of the Adviser Conduct to the extent necessary to eliminate any Floor PV Shortfall directly or indirectly attributable to such Adviser Conduct. In making the determination of the Floor PV Shortfall, the hypothetical portfolio will be based on the actual portfolio of assets as of the date of determination adjusted to bring the portfolio into compliance with all of the restrictions of Section 3.2 hereof, by decreasing and increasing positions in asset classesthe Equity Portfolio and the Fixed Income Portfolio, as the case may be, on a pro rata basis. In addition, if all of or re-allocating positions within the Fund’s assets are required to be invested in a Defeasance Portfolio pursuant to Sections 4.1(c)(i) and 4.2 and the Fund’s assets are not so invested on the Exchange Business Day immediately following the Defeasance Date and for the remainder of the Warranty Period, then if (and only if) a Floor Shortfall or an additional Floor Shortfall (collectively “Additional Floor Shortfall”) arises due to the Fund’s assets not being so invested within such period and/or for the remainder of the Warranty Period, then the Adviser agrees to pay to the Warranty Provider such Additional Floor Shortfall (if any). The Fund’s assets shall be deemed to be invested in the Defeasance Portfolio if at the time of determination the Fund has executed orders to sell all Eligible Equity Investments and Ineligible Investments, if any, and subsequent thereto has executed orders to invest all of the proceeds thereof in the Defeasance Fixed Income Portfolio. The Warranty Provider shall notify (the “"Determination Notice”") the Adviser in writing of its determination that Adviser Conduct has occurred and any Floor of such PV Shortfall directly or indirectly attributable to such the Adviser Conduct and any Additional Floor ShortfallConduct. If the Adviser disagrees with the Warranty Provider’s 's determination that there has been Adviser Conduct and/or the amount of the Floor PV Shortfall directly or indirectly attributable to such the Adviser Conduct and/or the amount of the Additional Floor Shortfall contained in the Determination Notice, then (i) the Adviser shall notify (the “"Objection Notice”") the Warranty Provider in writing of such disagreement within five three Business Days after the delivery by the Warranty Provider of the Determination Notice and (ii) unless the Adviser and the Warranty Provider otherwisotherwise agree on the amount of such PV Shortfall directly or indirectly attributable to the Adviser Conduct, the amount thereof shall be determined by arbitration in accordance with the procedures set forth in Section 4.1(e). If the Adviser does not provide the Warranty Provider with the Objection Notice within such three Business Day period, then the Adviser shall be deemed to have agreed to the Warranty Provider's determination of the PV Shortfall directly or indirectly attributable to the Adviser Conduct contained in the Determination Notice. Any amount payable by the Adviser under this Section 4.1(d) with respect to certain Adviser Conduct (i) shall be paid to the Fund or alternatively to the Warranty Provider within three Business Days of the delivery of the Determination Notice or, if such PV Shortfall is determined pursuant to an arbitration proceeding, within three Business Days after such final arbitration decision, and shall increase the Total NAV and decrease the PV Shortfall in the amount of any such payments made to the Fund; provided that should the parties otherwise agree on such PV Shortfall, such PV Shortfall shall be paid to the Fund or alternatively to the Warranty Provider within three Business Days of such agreement; and (ii) shall be reduced by any amounts paid by the Adviser to the Fund as a result of the same Adviser Conduct to the extent that the Total NAV is increased and the PV Shortfall is in fact decreased by such amount. In the event that the Adviser fails to pay to the Fund or the Warranty Provider any amounts payable under this Section 4.1(d) within the time period specified herein, the Shortfall Amount shall be decreased on a pro rata basis by the percentage of the PV Shortfall directly or indirectly attributable to the Adviser Conduct. Notwithstanding anything contained in this Section 4.1(d) to the contrary, solely for purposes of this Section 4.1(d), the Adviser shall not be deemed to have committed Adviser Conduct and consequently shall not be liable for any payment under this Section 4.1(d) if (a) a Potential Trigger Event occurs and (b) such Potential Trigger Event is cured or waived within the cure period specified in Section 4.1(a) for the cure of such Potential Trigger Event. The payment of the PV Shortfall amount by the Adviser to the Warranty Provider pursuant to this Section 4.1(d) is in addition to, and not in lieu of, any obligations of the Adviser or Fund to indemnify the Warranty Provider under this Agreement. (e) In the event that the terms of Section 4.1(d) provide for arbitration, each of the Warranty Provider and the Adviser shall select one arbitrator within seven Business Days after the delivery by the Adviser of the Objection Notice; provided, however, that if either of such parties shall fail to select an arbitrator within such period, such arbitrator shall be appointed by the American Arbitration Association. The two arbitrators selected shall select a third arbitrator within five Business Days after each of such arbitrators have been selected or, if they shall be unable to agree on a third arbitrator within such time, such third arbitrator shall be appointed by the American Arbitration Association. Each arbitrator shall be of exemplary qualifications and stature, and no person affiliated with any party hereto shall be eligible to be an arbitrator. The arbitration shall be held in New York, New York and be governed by the Commercial Arbitration Rules of the American Arbitration Association and the decision of a majority of the arbitrators shall be final, binding and subject to judicial enforcement and with respect to the specific Adviser Conduct that is the subject of such arbitration decision, shall be the exclusive remedy of the Warranty Provider; provided, however, that, notwithstanding the foregoing, the Warranty Provider shall not be limited from seeking indemnification under Section 5.2(a)(iii) and (a)(v) hereof. Fees and expenses of the arbitration (including fees and expenses of the arbitrators) shall be shared by the parties to the arbitration equally.

Trigger Events. (a) The following events shall constitute Trigger Events hereunder; provided, however, that in the event the New York Stock Exchange closes more than two hours early or does not open on any Exchange Business Day due to any Force Majeure Event, other than due to the effect of exchange “circuit-breaker” induced closings (an “Early Close Exchange Business Day”), the cure periods specified in this Section 4.1(a) will be automatically extended until the next Exchange Business Day following the Early Close Exchange Business Day; provided that if three or more Early Close Exchange Business Days occur consecutively, the Warranty Provider may declare an immediate end to the cure period at 9 am New York time on the third such subsequent Early Close Exchange Business Day.: (i) Any failure at any time to comply with maintain Gap Risk of not less than 22.5%, unless the provisions Adviser notifies the Insurer upon becoming aware of Section 3.1such failure and is using best efforts to cure such failure (to the reasonable satisfaction of the Insurer) and such failure is cured by the end of the following Business Day; (ii) Any failure to comply with provide a Daily Report to the provisions Insurer within two hours following notice by the Insurer to the Adviser of Section 3.2the Insurer's non-receipt thereof, Section 3.3, Section 3.4(dunless the Adviser and the Fund are using best efforts to cure such failure (as determined by the Insurer in good faith) or 3.6and such failure is cured by the end of such Business Day; (iii) Any failure at any time to comply with the provisions of Section 3.4(a) unless such failure is attributable solely to a Force Majeure Event; provided, however, that if such failure to comply with Section 3.4(a) is the result of a Force Majeure Event that causes a failure to comply for five consecutive calendar days, such failure to comply will be considered a Trigger Event notwithstanding the exception in this Section 4.1(a)(iii) for a Force Majeure Event;provided further that the Adviser shall have a cure period for its first three failures to meet the 9 p.m. reporting obligation of Section 3.4(a) as follows: the Warranty Provider shall be required to make a good faith effort to notify (by e-mail or otherwise) the Adviser of its intention to declare a Trigger Event and the Adviser shall have until 8 a.m. on the Exchange Business Day immediately succeeding the day on which the violation occurred to transmit the Daily Report required by Section 3.4(a). For the avoidance of doubt, it is acknowledged and agreed that the failure of the Warranty Provider, due to its own act or omission, to receive information otherwise transmitted by the Adviser in accordance with Section 3.4(a), shall not be considered to be a failure to comply with Section 3.4(a), provided that once the Adviser is advised by the Warranty Provider of its failure to receive a properly transmitted report, the Adviser shall re-transmit the information as soon as reasonably practicable. (iv) Any violation of Article III that is not expressly provided for in clause (i), ) or (ii), or (iii) above that could have an Adverse Effect, unless cured by the end of the Exchange third Business Day following the Exchange Business Day on which the such violation occurred; (iv) Fund Value is less than or equal to 101% of the Bond Floor at any time; (v) The Fund shall fail to pay the Financial Warranty Premium Fee when due as provided in Section 2.4 SECTION 2.04 and such failure shall continue unremedied for a period of ten two Business Days following notice of such failure by the Warranty Provider Insurer to the FundFund and to the Adviser; (vi) (A) The Adviser resigns; (B) the Fund elects to terminate the Investment Management Agreement with the Adviser; (C) the Fund appoints a successor adviser (including a subadviser) without the prior written consent of the Warranty Provider in its sole discretion; (D) the Investment Management Agreement terminates in accordance with its terms; or (E) the Adviser becomes prohibited from serving as an investment adviser to the Fund by Section 9 of the Investment Company Act; and in each of the cases of (A) through (E) above, any successor adviser (including the Adviser) that agrees to be bound by the terms of this Agreement is appointed by the Board of the Trust or the Shareholders, in each case without the prior written consent of the Warranty Provider in its reasonable discretion; provided that the Warranty Provider’s failure to consent to a successor adviser shall be deemed to be reasonable if, among other possible reasons, the successor adviser (1) fails to agree to all of the terms of the Transaction Documents to which the Adviser is a party, (2) fails to meet the credit approval procedures then in place for business transactions with the Warranty Provider; (3) is subject to any litigation, regulatory action or other proceeding that may affect its ability to perform any of the Transaction Documents; (4) may in any reasonable manner adversely affect the Warranty Provider’s economic bargain under this Agreement; or (5) is not reasonably believed by the Warranty Provider to be capable of managing the Fund; (vii) The Adviser resigns, the Fund elects to terminate the Investment Management Agreement with the Adviser or the Investment Management Agreement terminates in accordance with its terms and either (A) the Adviser is no longer obligated to manage the Fund pursuant to the terms of the Investment Management Agreement and a successor investment adviser acceptable to the Warranty Provider has not entered into an investment management agreement with the Fund or (B) the termination of the Investment Management Agreement is not yet effective but the Board of the Trust, on behalf of the Fund, has indicated its intention to the Warranty Provider, or taken any further action, to appoint a successor investment adviser notwithstanding the fact that the Warranty Provider has advised the Board that such successor investment adviser would not be acceptable to the Warranty Provider, in its sole discretion, then in either such case a Trigger Event shall be deemed to have occurred notwithstanding the fact that a successor investment adviser has not yet been appointed; (viii) Subject to the foregoing provisions of this Section 4.1(a), the Adviser does nototherwise manage in all material respects the assets of the Fund in accordance with the investment objective, policies and strategies set forth in the Registration Statement and/or in accordance with the Investment Management Agreement; (ix) Any representation or warranty made by the Adviser, the Trust Adviser or the Trust on behalf of the Fund in any Transaction Document or in any document or certification provided in connection with any Transaction Document, herein shall have been incorrect or misleading in any material respect when made or when deemed made, except where such incorrect or misleading representation or warranty could not reasonably be expected to have an Adverse Effect; (xvii) The Adviser, Adviser or the Trust, Trust on behalf of the Fund or the Custodian shall fail to perform any obligation, or shall breach any covenant, obligation under this Agreement or the Transaction Documents that is not expressly provided for in clauses clause (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) or (ixv) above, which failure could reasonably be expected to have an Adverse Effectand Effect and such violation, if capable of being remedied, shall continue unremedied for a period of three Business Days 30 days after notice shall have been given by the Adviser becomes aware of the occurrence of Insurer to such breach or failure; provided, party requiring that the Adviser shall such default be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Dayscured; (xiviii) Either ▇▇▇▇▇'▇ or S&P suspends or withdraws the short- or long-term rating of the Adviser or, if the Adviser is not rated, its Parent Company, or downgrades the senior unsecured rating of the Adviser or, if the Adviser is not rated, its parent company to or below Baa1 or BBB+; PROVIDED, HOWEVER, that if ▇▇▇▇▇'▇ or S&P revises its rating categories or if a successor rating agency is designated under the following proviso, the Insurer shall determine in good faith the equivalent rating under the revised or successor system and shall notify the Adviser and the Fund of its determination; and PROVIDED, FURTHER, HOWEVER, that if ▇▇▇▇▇'▇ or S&P ceases its rating operations, the Insurer may, by notice to the Adviser and the Fund, replace such rating agency that maintains a rating of senior unsecured debt of the Adviser or, if the Adviser is not rated, its Parent Company or elect to have only one rating agency specified herein; (ix) The occurrence of any of the following: (Ai) a Regulatory Event except as otherwise permitted by SECTION 8.01 hereof, the Adviser takes any action to authorize or Litigation Event effect its resignation or takes or fails to take any action the effect of which is more likely than not to result in the resignation or removal of the Adviser (other than a termination resulting from a change in control of the Adviser if the Adviser or its successor are reappointed as investment adviser, such successor entity agrees to be bound by the terms of this Agreement and the other Transaction Documents to which the Adviser is a party, and the senior unsecured rating of such successor Adviser or, if the successor Adviser is not rated, its parent company is at least Baa1 and BBB+; (ii) a Regulatory Event, Litigation Event arising out of a claim under this Agreement between or any other event, if it is more likely than not that such event will result in the Adviser and/or the Trust on behalf resignation or removal of the Fund on one side and Adviser, as reasonably determined by the Warranty Provider on Insurer after consultation with the other side), Adviser; or (Biii) an Act of Insolvency occurs with respect to the Adviser or the Fund; Adviser; (Cx) the Trust, with respect to the Fund, ceases to be (1) duly registered with the Commission as an open-end management investment company under the Investment Company Act, (2) an investment company for purposes Notice of termination of the Commodity Exchange Act, or (3) a regulated investment company eligible to receive pass through tax treatment under Subchapter M of the Code; or (D) the adoption Custodian Agreement is given by the Fund of a new share class without the express written consent of the Warranty Provider. (xii) Any change in circumstances occurs with respect to an Underlying Fund or Eligible Money Market Fund, that could have an Adverse Effect on the Fund, the Adviser or the Warranty ProviderCustodian, and the Fund fails is unable to liquidate all of its shares of the Underlying Fund or Eligible Money Market Fund, as applicable, within 2 Exchange Business Days; provided thata decrease in net asset value occurring due to market fluctuations in the case of an Underlying Fund shall not be considered engage a successor Custodian that agrees to be such an Adverse Effect; bound by the Direction and further provided that with respect to an Eligible Money Market Fund and for purposes of this subsection Undertaking Regarding Remedies not less than five (xii5) a material adverse effect shall include having a net asset value other than $1.00 per share; (xiii) If the Adviser at any time fails to have at least $__ billion of assets under management; provided that if the Adviser’s assets under management fall under $__ billion, the Adviser shall have 30 Business Days prior to arrange for an entity under common control with the Adviser to unconditionally guarantee the Adviser’s obligations under this Agreement, as effective date of any such guarantee may be approved in writing by the Warranty Provider in its sole discretiontermination; or (xivxi) Notice of termination of the Investment Management Agreement is given by the Fund or the Adviser (A) Any failure at any time other than a termination resulting from a change in control of any Eligible Money Market Fund in the Adviser if the Adviser or its successor are reappointed as investment adviser, such successor entity agrees to be bound by the terms of this Agreement and the other Transaction Documents to which the Fund Adviser is then invested to be managed pursuant to a party, and the requirements senior unsecured rating of Rule 2a-7 under such successor Adviser or, if the Investment Company Act; unless such failure is remedied within two Exchange Business Days; (B) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested that successor Adviser is not registered under the Investment Company Act to be managed pursuant to the requirements of Rule 12d1-1(b) under the Investment Company Act; unless such failure rated, its parent company is remedied within two Exchange Business Daysat least Baa1 and BBB+. (b) Notwithstanding any other provision hereofIf an event has occurred and is continuing, in the event of which, if not cured or waived would give rise to a Potential Trigger Event, then, until the Adviser shall not permit time when such event is cured or the Fund to acquire any additional Eligible Equity Investments until such Potential cause of the potential Trigger Event is cured eliminated, the Adviser may only enter into Risk Reducing Trades and shall upon becoming aware of such Potential Trigger Event immediately notify consult with the Warranty Provider of such Potential Trigger Event, which notice shall include Insurer and provide to the Insurer a description of the manner in which the Adviser intends to cure such Potential Trigger Event (“Curative Steps”)event, the Adviser’s 's assessment of the likelihood of success, the time the Adviser expects to elapse before such Potential Trigger Event event is cured, and such other information as the Warranty Provider Insurer may reasonably request. Upon sending If a Trigger Event occurs and is continuing (and all applicable cure periods have expired) then, at the election of the Insurer, the Insurer shall have the right, exerciseable at any time during such 30 calendar day period (or such shorter period during which such Trigger Event is continuing) after notice to the Warranty ProviderInsurer of the occurrence of such Trigger Event, to require that the Adviser shall immediately take cause the Curative Steps set forth in such notice unless and until such time as assets of the Warranty Provider notifies the Adviser that it objects to such Curative Steps, in which case the Adviser shall immediately cease the implementation of such Curative Steps. The Warranty Provider shall only object to such Curative Steps if, in the Warranty Provider’s reasonable discretion, they are not consistent with this Agreement or are not likely Fund to be an effective cure of allocated to the Potential Trigger Event within the cure period set forth in Section 4.1(a), if anyDefeasance Portfolio. (c) If a Trigger Event occurs, occurs and is continuing (and all applicable cure periods have expired) then, at the election of the Warranty Provider in its sole discretionInsurer, the Warranty Provider Insurer shall have the right right, exerciseable at any time after during such 30 calendar day period (or such shorter period during which such Trigger Event is continuing) after notice to either (i) (A) instruct the Adviser Insurer of the occurrence of such Trigger Event, to invest all direct the Custodian with respect to the liquidation of the Fund’s 's assets in accordance with Section 4.2(a) for and the remainder acquisition of the Warranty Period or (B) to deliver the Irrevocable Instructions Defeasance Portfolio pursuant to the Custodian to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period (in each case, a “Trigger Initiated Defeasance Event”) or (ii) adjust the Multiple. Any such adjustment to the Multiple shall be permanent, unless Direction and until further adjusted by the Warranty Provider in its sole discretion. For the avoidance of doubt, the parties hereto agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple, the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or 4.1(c)(i)(B)Undertaking Regarding Remedies. The Warranty Provider Insurer shall notify the Adviser and the Fund of the Warranty Provider’s decision to Insurer's exercise the of remedies pursuant to this Section 4.1(c) prior to such exercise. The Adviser shall invest all of the Fund’s assets in accordance with Section 4.2(a) within one Exchange Business Day following its receipt of a written instruction by the Warranty Provider under Section 4.1(c)(i)(ASECTION 4.01(C). (d) In the event of (ian occurrence on any Business Day of a Trigger Event under SECTION 4.01(A)(I) an act or omission on with respect to which the part Adviser has failed to give the notice contemplated thereby, then, subject to the Daily Report confirming that the Gap Risk is less than 22.5%, the Insurer shall have the right, at the election of the Adviser Insurer, to direct the Custodian with respect to the Trust or the Fund which constitutes a breach of this Agreement, negligence, recklessness, bad faith, willful misconduct or fraud, including by way of example only and not intended as an exhaustive list, if (A) the Adviser fails to comply with the Portfolio Requirements prior to a Trigger Initiated Defeasance Event or Market Initiated Defeasance Event, (B) any violation of reporting in accordance with Section 3.4(a), including material inaccuracies or late transmission of information, or (C) the Adviser causes the Fund to purchase investments other than those permitted to be invested in hereunder after the occurrence of a Trigger Initiated Defeasance Event or a Market Initiated Defeasance Event resulting in a violation of Section 4.1(c) or Section 4.2(a) (such conduct referenced in subsection (i) of this Section 4.1(d), the “Adviser Conduct”) and (ii) the existence of a Floor Shortfall, the Adviser agrees to pay to the Warranty Provider an amount equal to the amount of such Floor Shortfall determined as provided in this Section 4.1(d) to have been directly or indirectly attributable to such Adviser Conduct. The amount of such Floor Shortfall directly or indirectly attributable to the Adviser Conduct shall be equal to the sum of the differences with respect to each Class of Shares, if negative, between (a) the actual NAV Per Share as of the date of determination and (b) the hypothetical NAV Per Share of a hypothetical portfolio comprised of the actual portfolio assets as of the date of determination adjusted to eliminate the effect of the Adviser Conduct to the extent necessary to eliminate any Floor Shortfall directly or indirectly attributable to such Adviser Conduct. In making the determination of the Floor Shortfall, the hypothetical portfolio will be based on the actual portfolio of assets as of the date of determination adjusted to bring the portfolio into compliance with all of the restrictions of Section 3.2 hereof, by decreasing and increasing positions in asset classes, as the case may be, on a pro rata basis. In addition, if all liquidation of the Fund’s 's assets are required to be invested in a and the acquisition of the Defeasance Portfolio pursuant to Sections 4.1(c)(i) the Direction and 4.2 and the Fund’s assets are not so invested on the Exchange Business Day immediately following the Defeasance Date and for the remainder of the Warranty Period, then if (and only if) a Floor Shortfall or an additional Floor Shortfall (collectively “Additional Floor Shortfall”) arises due to the Fund’s assets not being so invested within such period and/or for the remainder of the Warranty Period, then the Adviser agrees to pay to the Warranty Provider such Additional Floor Shortfall (if any). The Fund’s assets shall be deemed to be invested in the Defeasance Portfolio if at the time of determination the Fund has executed orders to sell all Eligible Equity Investments and Ineligible Investments, if any, and subsequent thereto has executed orders to invest all of the proceeds thereof in the Defeasance Portfolio. The Warranty Provider shall notify (the “Determination Notice”) the Adviser in writing of its determination that Adviser Conduct has occurred and any Floor Shortfall directly or indirectly attributable to such Adviser Conduct and any Additional Floor Shortfall. If the Adviser disagrees with the Warranty Provider’s determination that there has been Adviser Conduct and/or the amount of the Floor Shortfall directly or indirectly attributable to such Adviser Conduct and/or the amount of the Additional Floor Shortfall contained in the Determination Notice, then (i) the Adviser shall notify (the “Objection Notice”) the Warranty Provider in writing of such disagreement within five Business Days after the delivery by the Warranty Provider of the Determination Notice and (ii) unless the Adviser and the Warranty Provider otherwisUndertaking Regarding Remedies.

Trigger Events. (a) The following events shall constitute Trigger Events hereunder; provided, however, that in the event the New York Stock Exchange closes more than two hours early or does not open on any Exchange Business Day due to any Force Majeure Event, other than due to the effect of exchange “circuit-breaker” induced closings extraordinary circumstances (an “"Early Close Exchange Business Day”"), the cure periods specified in this Section 4.1(a) will be automatically extended until such that on the next Exchange Business Day following the Early Close Exchange Business Day; provided that if three or more , the cure periods will continue for the amount of time lost on such Early Close Exchange Business Days occur consecutivelyDay due to such early close (the "Extended Cure Time") (for the avoidance of doubt, should the Warranty Provider may declare next Exchange Business Day following the Early Close Exchange Business Day also be an immediate end to the cure period at 9 am New York time on the third such subsequent Early Close Exchange Business Day., the cure period will continue for as long as Extended Cure Time remains): (i) Any failure at any time to comply with the provisions covenant set forth in the first sentence of Section 3.1; (ii) Any failure at any time to comply with the provisions of Section 3.23.2(a)(i), Section 3.3if such violation is not cured on the Exchange Business Day on which the Adviser becomes aware of such violation; provided, Section 3.4(d) or 3.6that the Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days; (iii) Any failure at any time to comply with the provisions of Section 3.4(a3.3(c); (iv) unless such Any failure is attributable solely to a Force Majeure Event; provided, however, that if such failure at any time to comply with Section 3.4(a3.2(a)(ii) is or Section 3.3 (other than Section 3.3(c)), unless cured by the result end of a Force Majeure Event that causes a failure to comply for five consecutive calendar days, such failure to comply will be considered a Trigger Event notwithstanding the exception in this Section 4.1(a)(iii) for a Force Majeure Event;provided further that the Adviser shall have a cure period for its first three failures to meet the 9 p.m. reporting obligation of Section 3.4(a) as follows: the Warranty Provider shall be required to make a good faith effort to notify (by e-mail or otherwise) the Adviser of its intention to declare a Trigger Event and the Adviser shall have until 8 a.m. on the Exchange Business Day immediately succeeding following the day Exchange Business Day on which the such violation occurred to transmit the Daily Report required by Section 3.4(a). For the avoidance of doubtoccurred; (v) The termination of, it is acknowledged and agreed that the failure of the Warranty Provider, due to its own act or omission, to receive information otherwise transmitted by the Adviser in accordance with Section 3.4(a), shall not be considered to be a failure to comply with Section 3.4(a), provided that once the Adviser is advised by the Warranty Provider of its failure to receive a properly transmitted reportwith, the Adviser shall re-transmit the information as soon as reasonably practicable.Expense Limitation Agreement; (ivvi) Any violation of Article III (other than Sections 3.2(a)(vi) and (xi)) that is not provided for in clause (i), (ii), or (iii) or (iv) above unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the Adviser becomes aware of such violation; provided, that could have an Adverse Effectthe Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days; (vii) Any violation of Section 3.2(a)(vi) or (xi) above, unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the violation occurredAdviser becomes aware of such violation; (vviii) The Fund shall fail to pay the Financial Warranty Fee when due as provided in Section 2.4 and such failure shall continue unremedied for a period of ten two Business Days following after notice of such failure by from the Warranty Provider to the FundProvider; (vi) (Aix) The Adviser resigns; (B) , the Fund elects to terminate the Investment Management Agreement with the Adviser; (C) the Fund appoints a successor adviser (including a subadviser) without the prior written consent of the Warranty Provider in its sole discretion; (D) Adviser or the Investment Management Agreement terminates in accordance with its terms; or (E) the Adviser becomes prohibited from serving as an investment adviser to the Fund by Section 9 of the Investment Company Act; terms and in each of the cases of (A) through (E) above, any successor adviser (including the Adviser) that agrees to be bound by the terms of this Agreement is appointed by the Board of the Trust or the Shareholders, in each case without the prior written consent of not acceptable to the Warranty Provider in its reasonable discretiondiscretion after considering the reputation of the successor adviser, its experience in managing equity value funds and fixed income portfolios, its size, its financial condition, its ability to manage the Fund Portfolio in accordance with the Registration Statement and its ability to comply with the Adviser's obligations under this Agreement and the Transaction Documents to which it is a party; provided provided, that if the Warranty Provider’s failure to consent to a successor adviser is the Adviser or an Affiliate of the Adviser, such successor adviser shall be deemed to be reasonable if, among other possible reasons, the successor adviser (1) fails to agree to all of the terms of the Transaction Documents to which the Adviser is a party, (2) fails to meet the credit approval procedures then in place for business transactions with acceptable by the Warranty Provider; (3) is subject to any litigation, regulatory action or other proceeding that may affect its ability to perform any of the Transaction Documents; (4) may in any reasonable manner adversely affect the Warranty Provider’s economic bargain under this Agreement; or (5) is not reasonably believed by the Warranty Provider to be capable of managing the Fund; (viix) The Adviser resigns, the Fund elects to terminate the Investment Management Agreement with the Adviser or the Investment Management Agreement terminates in accordance with its terms and either (Ai) the Adviser is no longer obligated to manage the Fund pursuant to the terms of the Investment Management Agreement and none of (A) a successor investment adviser acceptable to the Warranty Provider Provider, (B) the Adviser or (C) an Affiliate of the Adviser has not entered into an investment management agreement with the Fund or (Bii) the termination of the Investment Management Agreement is not yet effective but the Board of the Trust, on behalf Trustees of the Fund, Fund has indicated its intention to the Warranty Provider, or taken any further action, to appoint a successor investment adviser other than the Adviser or an Affiliate of the Adviser notwithstanding the fact that the Warranty Provider has advised the Board of Trustees that such successor investment adviser would not be acceptable to the Warranty Provider, Provider based upon the standards included in its sole discretionSection 4.1(a)(ix), then in either such case a Trigger Event shall be deemed to have occurred notwithstanding the fact that a successor investment adviser has not yet been appointed; (viiixi) Subject to the foregoing provisions of this Section 4.1(a), the The Adviser does nototherwise manage not, in all material respects respects, manage the assets of the Fund in accordance with the investment objective, policies and strategies currently set forth in the Registration Statement and/or or in accordance with the Investment Management Agreement; (ixxii) Any representation or warranty made by the Adviser, the Trust Adviser or the Trust on behalf of the Fund Fund, in any Transaction Document or in any document or certification provided in connection with any Transaction Document, shall have been incorrect or misleading when made or when deemed made, except where such incorrect or misleading representation or warranty could would not reasonably be expected to have an Adverse EffectEffect in respect of the Adviser or Fund; (xxiii) The Equity Limit for a Class of Shares is less than 0.025; (xiv) The Adviser, the Trust, the Fund or the Custodian shall fail to perform any obligation, or shall breach any covenant, under this Agreement or the Transaction Documents that is not expressly provided for in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) or (ixxi) above, which failure could reasonably be expected to have an Adverse Effectand Effect in respect of the Adviser or Fund and such violation, if capable of being remedied, shall continue unremedied for a period of three Business Days after the Adviser or the Custodian, as the case may be, becomes aware of the occurrence of such breach or failure; provided, that the Adviser or the Custodian, as the case may be, shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days;; or (xixv) The occurrence of any of the following: (A) a Regulatory Event or Litigation Event (other than a Litigation Event arising out of a claim under this Agreement between the Adviser and/or the Trust on behalf of the Fund on one side and the Warranty Provider on the other side), or (B) an Act of Insolvency occurs with respect to the Adviser or the Fund; (C) the Trust, with respect to the Fund, ceases to be (1) duly registered with the Commission as an open-end management investment company under the Investment Company Act, (2) an investment company for purposes of the Commodity Exchange Act, or (3) a regulated investment company eligible to receive pass through tax treatment under Subchapter M of the Code; or (D) the adoption by the Fund of a new share class without the express written consent of the Warranty Provider. (xii) Any change in circumstances occurs with respect to an Underlying Fund or Eligible Money Market Fund, that could have an Adverse Effect on the Fund, the Adviser or the Warranty Provider, and the Fund fails to liquidate all of its shares of the Underlying Fund or Eligible Money Market Fund, as applicable, within 2 Exchange Business Days; provided thata decrease in net asset value occurring due to market fluctuations in the case of an Underlying Fund shall not be considered to be such an Adverse Effect; and further provided that with respect to an Eligible Money Market Fund and for purposes of this subsection (xii) a material adverse effect shall include having a net asset value other than $1.00 per share; (xiii) If the Adviser at any time fails to have at least $__ billion of assets under management; provided that if the Adviser’s assets under management fall under $__ billion, the Adviser shall have 30 Business Days to arrange for an entity under common control with the Adviser to unconditionally guarantee the Adviser’s obligations under this Agreement, as such guarantee may be approved in writing by the Warranty Provider in its sole discretion; or (xiv) (A) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested to be managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act; unless such failure is remedied within two Exchange Business Days; (B) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested that is not registered under the Investment Company Act to be managed pursuant to the requirements of Rule 12d1-1(b) under the Investment Company Act; unless such failure is remedied within two Exchange Business Days. (b) Notwithstanding any other provision hereof, in the if an event of has occurred and is continuing, which, if not cured or waived would give rise to a Potential Trigger Event, then the Adviser shall may not permit cause the Fund to acquire any additional Eligible Equity Investments until such Potential Trigger Event event is cured and shall upon becoming aware of such Potential Trigger Event event immediately notify the Warranty Provider of such Potential Trigger Eventevent, which notice shall include a description of the manner in which the Adviser intends to cure such Potential Trigger Event event (“"Curative Steps”"), the Adviser’s 's assessment of the likelihood of success, the time the Adviser expects to elapse before such Potential Trigger Event event is cured, and such other information as the Warranty Provider may reasonably request. Upon sending such notice to the Warranty Provider, the Adviser shall immediately take the Curative Steps set forth in such notice unless and until such time as the Warranty Provider notifies the Adviser that it objects to such Curative Steps, in which case the Adviser shall immediately cease the implementation of such Curative Steps. The Warranty Provider shall only object to such Curative Steps if, in the Warranty Provider’s reasonable discretion, they are not consistent with this Agreement or are not likely to be an effective cure of the Potential Trigger Event within the cure period set forth in Section 4.1(a), if any. (c) If a Trigger Event occurs, then, at the election of the Warranty Provider in its sole discretion, the Warranty Provider shall have the right at any time after such Trigger Event to either (i) (A) instruct the Adviser to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period or (B) to deliver the Irrevocable Instructions to the Custodian to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period (in each case, a “Trigger Initiated Defeasance Event”) or (ii) adjust the Multiple. Any such adjustment to the Multiple shall be permanent, unless and until further adjusted by the Warranty Provider in its sole discretion. For the avoidance of doubt, the parties hereto agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple, the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or 4.1(c)(i)(B). The Warranty Provider shall notify the Adviser and the Fund of the Warranty Provider’s decision to exercise the remedies pursuant to this Section 4.1(c) prior to such exercise. The Adviser shall invest all of the Fund’s assets in accordance with Section 4.2(a) within one Exchange Business Day following its receipt of a written instruction by the Warranty Provider under Section 4.1(c)(i)(A). (d) In the event of (i) an act or omission on the part of the Adviser with respect to the Trust or the Fund which constitutes a breach of this Agreement, negligence, recklessness, bad faith, willful misconduct or fraud, including by way of example only and not intended as an exhaustive list, if (A) the Adviser fails to comply with the Portfolio Requirements prior to a Trigger Initiated Defeasance Event or Market Initiated Defeasance Event, (B) any violation of reporting in accordance with Section 3.4(a), including material inaccuracies or late transmission of information, or (C) the Adviser causes the Fund to purchase investments other than those permitted to be invested in hereunder after the occurrence of a Trigger Initiated Defeasance Event or a Market Initiated Defeasance Event resulting in a violation of Section 4.1(c) or Section 4.2(a) (such conduct referenced in subsection (i) of this Section 4.1(d), the “Adviser Conduct”) and (ii) the existence of a Floor Shortfall, the Adviser agrees to pay to the Warranty Provider an amount equal to the amount of such Floor Shortfall determined as provided in this Section 4.1(d) to have been directly or indirectly attributable to such Adviser Conduct. The amount of such Floor Shortfall directly or indirectly attributable to the Adviser Conduct shall be equal to the sum of the differences with respect to each Class of Shares, if negative, between (a) the actual NAV Per Share as of the date of determination and (b) the hypothetical NAV Per Share of a hypothetical portfolio comprised of the actual portfolio assets as of the date of determination adjusted to eliminate the effect of the Adviser Conduct to the extent necessary to eliminate any Floor Shortfall directly or indirectly attributable to such Adviser Conduct. In making the determination of the Floor Shortfall, the hypothetical portfolio will be based on the actual portfolio of assets as of the date of determination adjusted to bring the portfolio into compliance with all of the restrictions of Section 3.2 hereof, by decreasing and increasing positions in asset classes, as the case may be, on a pro rata basis. In addition, if all of the Fund’s assets are required to be invested in a Defeasance Portfolio pursuant to Sections 4.1(c)(i) and 4.2 and the Fund’s assets are not so invested on the Exchange Business Day immediately following the Defeasance Date and for the remainder of the Warranty Period, then if (and only if) a Floor Shortfall or an additional Floor Shortfall (collectively “Additional Floor Shortfall”) arises due to the Fund’s assets not being so invested within such period and/or for the remainder of the Warranty Period, then the Adviser agrees to pay to the Warranty Provider such Additional Floor Shortfall (if any). The Fund’s assets shall be deemed to be invested in the Defeasance Portfolio if at the time of determination the Fund has executed orders to sell all Eligible Equity Investments and Ineligible Investments, if any, and subsequent thereto has executed orders to invest all of the proceeds thereof in the Defeasance Portfolio. The Warranty Provider shall notify (the “Determination Notice”) the Adviser in writing of its determination that Adviser Conduct has occurred and any Floor Shortfall directly or indirectly attributable to such Adviser Conduct and any Additional Floor Shortfall. If the Adviser disagrees with the Warranty Provider’s determination that there has been Adviser Conduct and/or the amount of the Floor Shortfall directly or indirectly attributable to such Adviser Conduct and/or the amount of the Additional Floor Shortfall contained in the Determination Notice, then (i) the Adviser shall notify (the “Objection Notice”) the Warranty Provider in writing of such disagreement within five Business Days after the delivery by the Warranty Provider of the Determination Notice and (ii) unless the Adviser and the Warranty Provider otherwisreasonably

Trigger Events. (a) The following events shall constitute Trigger Events hereunder; provided, however, that in the event the New York Stock Exchange closes more than two hours early or does not open on any Exchange Business Day due to any Force Majeure Event, extraordinary or other than due to the effect of exchange “circuit-breaker” induced closings circumstances (an “"Early Close Exchange Business Day”)") and a suspension of redemptions of the Underlying Fund has occurred as permitted in accordance with the Investment Company Act, the cure periods specified in this Section 4.1(a) will be automatically extended until the next Exchange Business Day following the Early Close Exchange Business Day; provided that if three or more Early Close Exchange Business Days occur consecutively, the Warranty Provider may declare an immediate end to the cure period at 9 am New York time on the third such subsequent Early Close Exchange Business Day. (i) Any failure at any time to comply with the provisions covenants set forth in the first two sentences of Section 3.1; (ii) Any failure at any time to comply with the provisions of Section 3.23.2(a)(i), unless such failure is cured by the Fund executing a sales order with respect to such Ineligible Investment on the Exchange Business Day following the day on which such failure occurs; provided, that if such failure to comply with Section 3.33.2(a)(i) occurs because the Fund has received Ineligible Investments due solely as a result of an in-kind redemption from the Underlying Fund, Section 3.4(d) a Trigger Event shall have occurred unless the Fund executes sales orders with respect to such Ineligible Investments during the next Exchange Business Day on which the securities exchanges or 3.6markets on which such Ineligible Investments are listed are open; (iii) Any failure to comply with Section 3.2(a)(ii), Section 3.3 or Section 3.4(d), unless in the case of a violation of Section 3.2(a)(ii) as of the close of business on any Exchange Business Day, the Market Value of the portion of the Fund's assets allocated to the Equity Portfolio, calculated as a percentage of Total NAV of the Fund, does not exceed the Maximum Equity Component provided to the Adviser by the Warranty Provider in accordance with Section 3.3(b) prior to 9:00 a.m. on the immediately succeeding Exchange Business Day; (iv) Any failure at any time to comply with the provisions of Section 3.4(a) unless such failure is attributable solely to the conduct of the Warranty Provider or a Force Majeure Event; provided; (v) The termination of, however, that if such or failure to comply with Section 3.4(a) is with, the result Expense Limitation Agreement or the amendment of a Force Majeure Event that causes a failure to comply for five consecutive calendar days, such failure to comply will be considered a Trigger Event notwithstanding Agreement in each case without the exception in this Section 4.1(a)(iii) for a Force Majeure Event;provided further that the Adviser shall have a cure period for its first three failures to meet the 9 p.m. reporting obligation of Section 3.4(a) as follows: the Warranty Provider shall be required to make a good faith effort to notify (by e-mail or otherwise) the Adviser of its intention to declare a Trigger Event and the Adviser shall have until 8 a.m. on the Exchange Business Day immediately succeeding the day on which the violation occurred to transmit the Daily Report required by Section 3.4(a). For the avoidance of doubt, it is acknowledged and agreed that the failure prior written consent of the Warranty Provider, due to its own act or omission, to receive information otherwise transmitted by the Adviser in accordance with Section 3.4(a), which consent shall not be considered to be a unreasonably withheld if, in the sole discretion of the Warranty Provider, any such termination, failure to comply with Section 3.4(a), provided that once the Adviser is advised by or amendment does not increase the Warranty Provider of its failure to receive a properly transmitted report, Provider's liabilities or risks or decrease the Adviser shall re-transmit the information as soon as reasonably practicable.Warranty Provider's economic bargain under any Transaction Document; (ivvi) Any violation of Article III that is not provided for in clause (i), (ii), (iii) or (iiiiv) above that could have an Adverse Effect, unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the violation occurred; (vvii) Except as otherwise set forth herein, any failure by the Adviser or the Fund to adjust the allocation of the Fund's assets between the Equity Component and the Fixed Income Component in order to comply with any adjustment to the Multiple made by the Warranty Provider (or Calculation Agent) under this Agreement; (viii) The Fund shall fail to pay the Financial Warranty Fee when due as provided in Section 2.4 and such failure shall continue unremedied for a period of ten two Business Days following notice of such failure by the Warranty Provider to the FundFund or the Adviser; (vi) (A) The Adviser resigns; (B) the Fund elects to terminate the Investment Management Agreement with the Adviser; (C) the Fund appoints a successor adviser (including a subadviser) without the prior written consent of the Warranty Provider in its sole discretion; or (D) the Investment Management Agreement terminates in accordance with its terms; or (E) the Adviser becomes prohibited from serving as an investment adviser to the Fund by Section 9 of the Investment Company Act; terms and in each of the cases of (A) through (E) above, case any successor adviser (including the Adviser) that agrees to be bound by the terms of this Agreement is appointed by the Board of Trustees of the Trust or the Shareholders, in each case without the prior written consent of the Warranty Provider in its reasonable sole discretion; provided that the Warranty Provider’s failure to consent to a successor adviser shall be deemed to be reasonable if, among other possible reasons, the successor adviser (1) fails to agree to all of the terms of the Transaction Documents to which the Adviser is a party, (2) fails to meet the credit approval procedures then in place for business transactions with the Warranty Provider; (3) is subject to any litigation, regulatory action or other proceeding that may affect its ability to perform any of the Transaction Documents; (4) may in any reasonable manner adversely affect the Warranty Provider’s economic bargain under this Agreement; or (5) is not reasonably believed by the Warranty Provider to be capable of managing the Fund; (viix) The Adviser resigns, the Fund elects to terminate the Investment Management Agreement with the Adviser or the Investment Management Agreement terminates in accordance with its terms and either (A) the Adviser is no longer obligated to manage the Fund pursuant to the terms of the Investment Management Agreement and a successor investment adviser acceptable to the Warranty Provider has not entered into an investment management agreement with the Fund or (B) the termination of the Investment Management Agreement is not yet effective but the Board of Trustees of the Trust, on behalf of the Fund, has indicated its intention to the Warranty Provider, or taken any further action, to appoint a successor investment adviser notwithstanding the fact that the Warranty Provider has advised the Board of Trustees that such successor investment adviser would not be acceptable to the Warranty Provider, in its sole discretion, then in either such case a Trigger Event shall be deemed to have occurred notwithstanding the fact that a successor investment adviser has not yet been appointed; (viiixi) Subject to the foregoing provisions of this Section 4.1(a), the Adviser does nototherwise not otherwise manage in all material respects the assets of the Fund in accordance with the investment objective, policies and strategies set forth in the Registration Statement and/or in accordance with the Investment Management Agreement; (ixxii) Any representation or warranty made by the Adviser, the Trust or the Trust on behalf of the Fund in any Transaction Document or in any document or certification provided in connection with any Transaction Document, shall have been incorrect or misleading when made or when deemed made, except where such incorrect or misleading representation or warranty could would not reasonably be expected to have an Adverse Effect; (xxiii) The Adviser, the Trust, the Fund or the Custodian shall fail to perform any obligation, or shall breach any covenant, under this Agreement or the Transaction Documents that is not expressly provided for in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) or (ixxi) above, which failure could reasonably be expected to have an Adverse Effectand Effect and such violation, if capable of being remedied, shall continue unremedied for a period of three Business Days after the Adviser becomes aware of the occurrence of such breach or failure; provided, that the Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days;; or (xixiv) The occurrence of any of the following: (A) a Regulatory Event or Litigation Event (other than a Litigation Event arising out of a claim under this Agreement between the Adviser and/or the Trust on behalf of the Fund on one side and the Warranty Provider on the other side), ) or (B) an Act of Insolvency with respect to the Adviser or the Fund; (C) the Trust, with respect to the Fund, ceases to be (1) duly registered with the Commission as an open-end management investment company under the Investment Company Act, (2) an investment company for purposes of the Commodity Exchange Act, or (3) a regulated investment company eligible to receive pass through tax treatment under Subchapter M of the Code; or (D) the adoption by the Fund of a new share class without the express written consent of the Warranty Provider. (xii) Any change in circumstances occurs with respect to an Underlying Fund or Eligible Money Market Fund, that could have an Adverse Effect on the Fund, the Adviser or the Warranty Provider, and the Fund fails to liquidate all of its shares of the Underlying Fund or Eligible Money Market Fund, as applicable, within 2 Exchange Business Days; provided thata decrease in net asset value occurring due to market fluctuations in the case of an Underlying Fund shall not be considered to be such an Adverse Effect; and further provided that with respect to an Eligible Money Market Fund and for purposes of this subsection (xii) a material adverse effect shall include having a net asset value other than $1.00 per share; (xiii) If the Adviser at any time fails to have at least $__ billion of assets under management; provided that if the Adviser’s assets under management fall under $__ billion, the Adviser shall have 30 Business Days to arrange for an entity under common control with the Adviser to unconditionally guarantee the Adviser’s obligations under this Agreement, as such guarantee may be approved in writing by the Warranty Provider in its sole discretion; or (xiv) (A) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested to be managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act; unless such failure is remedied within two Exchange Business Days; (B) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested that is not registered under the Investment Company Act to be managed pursuant to the requirements of Rule 12d1-1(b) under the Investment Company Act; unless such failure is remedied within two Exchange Business Days. (b) Notwithstanding any other provision hereof, in the event of a Potential Trigger Event, the Adviser Adviser, upon becoming aware of such event, shall not permit cause the Fund to not acquire any additional Eligible Equity Investments until such Potential Trigger Event is cured and shall upon becoming aware of such Potential Trigger Event immediately notify the Warranty Provider of such Potential Trigger Event, which notice shall include a description of the manner in which the Adviser intends to cure such Potential Trigger Event (“"Curative Steps”"), the Adviser’s 's assessment of the likelihood of success, the time the Adviser expects to elapse before such Potential Trigger Event is cured, and such other information as the Warranty Provider may reasonably request. Upon sending such notice to the Warranty Provider, the Adviser shall immediately take the Curative Steps set forth in such notice unless and until such time as the Warranty Provider notifies the Adviser that it objects to such Curative Steps, in which case the Adviser shall immediately cease the implementation of such Curative Steps. The Warranty Provider shall only object to such Curative Steps if, if in the Warranty Provider’s 's reasonable discretion, they are not consistent with this Agreement or are not likely to be an effective cure of the Potential Trigger Event within the cure period set forth in Section 4.1(a), if any. (c) If a Trigger Event occurs, then, at the election of the Warranty Provider in its sole discretion, the Warranty Provider shall have the right at any time after such Trigger Event to either (i) (A) instruct the Adviser to invest all of the Fund’s 's assets in accordance with Section 4.2(a) for the remainder of the Warranty Protection Period or (B) to deliver the Irrevocable Instructions to the Custodian to invest all of the Fund’s 's assets in accordance with Section 4.2(a) for the remainder of the Warranty Protection Period (in each case, a “"Trigger Initiated Defeasance Event”") or (ii) adjust the Multiple. Any such adjustment to the Multiple shall be permanent, unless and until further adjusted by the Warranty Provider in its sole discretion. For the avoidance of doubt, the parties hereto agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple, the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or 4.1(c)(i)(B). The Warranty Provider shall notify the Adviser and the Fund of the Warranty Provider’s 's decision to exercise the remedies pursuant to this Section 4.1(c) prior to such exercise. The Adviser shall invest all of the Fund’s 's assets in accordance with Section 4.2(a) within one Exchange Business Day following its receipt of a written an instruction by the Warranty Provider under Section 4.1(c)(i)(A). (d) In the event of (i) an act or omission on the part of the Adviser with respect to the Trust or the Fund which constitutes a breach of this Agreement, negligence, recklessness, bad faith, willful misconduct or fraud, including by way of example only and not intended as an exhaustive list, if (A) the Adviser fails causes the Fund to comply with the Portfolio Requirements prior to a Trigger Initiated Defeasance Event or Market Initiated Defeasance Eventpurchase additional Eligible Equity Investments in violation of Section 3.3(d) and Section 4.1(b), (B) any there is a violation of reporting in accordance with Section 3.4(a3.2(a)(i) or (ii), including material inaccuracies or late transmission of information, or (C) the Adviser causes the Fund to purchase investments other than those permitted to be invested in hereunder after the occurrence of a Trigger Initiated Defeasance Event or a Market Initiated Defeasance Event resulting in a violation of Section 4.1(c) or Section 4.2(a) (such conduct referenced in subsection (i) of this Section 4.1(d), the “"Adviser Conduct”) "), and (ii) the existence of a Floor Shortfall, the Adviser agrees to pay to the Warranty Provider an amount equal to the amount of such Floor Shortfall determined as provided in this Section 4.1(d) to have been directly or indirectly attributable to such Adviser Conduct. The amount of such Floor Shortfall directly or indirectly attributable to the Adviser Conduct shall be equal to the sum of the differences with respect to each Class of Shares, if negative, between (a) the actual NAV Per Share as of the date of determination and (b) the hypothetical NAV Per Share of a hypothetical portfolio comprised of the actual portfolio assets as of the date of determination adjusted to eliminate the effect of the Adviser Conduct to the extent necessary to eliminate any Floor Shortfall directly or indirectly attributable to such Adviser Conduct. In making the determination of the Floor Shortfall, the hypothetical portfolio will be based on the actual portfolio of assets as of the date of determination adjusted to bring the portfolio into compliance with all of the restrictions of Section 3.2 hereof, by decreasing and increasing positions in asset classes, as the case may be, on a pro rata basis. In addition, if all of the Fund’s 's assets are required to be invested in a Defeasance Portfolio pursuant to Sections 4.1(c)(i) and 4.2 and the Fund’s 's assets are not so invested on the Exchange Business Day immediately following the Defeasance Date and for the remainder of the Warranty Protected Period, then if (and only if) a Floor Shortfall or an additional Floor Shortfall (collectively “"Additional Floor Shortfall”") that arises due to the Fund’s 's assets not being so invested within such period and/or for the remainder of the Warranty Protected Period, then the Adviser agrees to pay to the Warranty Provider such Additional Floor Shortfall (if any). The Fund’s 's assets shall be deemed to be invested in the Defeasance Portfolio if at the time of determination the Fund has executed orders to sell all Eligible Equity Investments and Ineligible Investments, if any, and subsequent thereto has executed orders to invest all of the proceeds thereof in the Defeasance Portfolio. The Warranty Provider shall notify (the “"Determination Notice”") the Adviser in writing of its determination that Adviser Conduct has occurred and any Floor Shortfall directly or indirectly attributable to such Adviser Conduct and any Additional Floor Shortfall. If the Adviser disagrees with the Warranty Provider’s 's determination that there has been Adviser Conduct and/or the amount of the Floor Shortfall directly or indirectly attributable to such Adviser Conduct and/or the amount of the Additional Floor Shortfall contained in the Determination Notice, then (i) the Adviser shall notify (the “"Objection Notice”") the Warranty Provider in writing of such disagreement within five Business Days after the delivery by the Warranty Provider of the Determination Notice and (ii) unless the Adviser and the Warranty Provider otherwisotherwise agree, the existence, if any, of Adviser Conduct and the amount, if any, of the Floor Shortfall directly or indirectly attributable to such Adviser Conduct and the amount of any Additional Floor Shortfall shall be determined by arbitration in accordance with the procedures set forth in Section 4.1(e), (an "Objection Event"). If the Adviser does not provide the Warranty Provider with the Objection Notice within such five Business Day period, then the Adviser shall be deemed to have agreed to the Warranty Provider's determination of the existence of Adviser Conduct and of the amount of the Floor Shortfall directly or indirectly attributable to the Adviser Conduct and the amount of the Additional Floor Shortfall, in each case as contained in the Determination Notice. Any amount payable by the Adviser under this Section 4.1(d) with respect to Adviser Conduct (i) shall be paid to the Warranty Provider within five Business Days of the delivery of the Determination Notice or if such amount is determined pursuant to an arbitration proceeding, within five Business Days after such final arbitration decision; provided, that should the parties otherwise agree on any amount payable by the Adviser under this Section 4.1(d), such amount shall be paid to the Warranty Provider within five Business Days of such agreement; and (ii) shall be reduced on a dollar for dollar basis by any amounts paid by the Adviser to the Fund (subject to applicable law) as a result of the same Adviser Conduct to the extent that the Total NAV is increased and the Floor Shortfall or Additional Floor Shortfall, as applicable, is in fact decreased by such amount. In the event that the Adviser fails to pay to the Warranty Provider any amounts payable under this Section 4.1(d) or fails to deposit into the Escrow Account any amounts required to be so deposited in accordance with Section 4.1(f) hereof, in each case within the time period specified herein, the Shortfall Amount shall be decreased (i) in the case of a Floor Shortfall, on a pro rata basis by the percentage of the Floor Shortfall directly or indirectly attributable to the Adviser Conduct, and (ii) in the case of an Additional Floor Shortfall, by the amount of such Additional Floor Shortfall on a dollar for dollar basis. The payment of the Floor Shortfall amount by the Adviser to the Warranty Provider pursuant to this Section 4.1(d) is in addition to, and not in lieu of, any obligations of the Adviser or Fund to indemnify the Warranty Provider under this Agreement. (e) In the case of an Objection Event, within three Business Days after the delivery by the Adviser of the Objection Notice, the Adviser shall file with the American Arbitration A

Trigger Events. (a) The following events shall constitute Trigger Events hereunder; provided, however, that in the event the New York Stock Exchange closes more than two hours early or does not open on any Exchange Business Day due to any Force Majeure Event, other than due to the effect of exchange “circuit-breaker” induced closings extraordinary circumstances (an “"Early Close Exchange Business Day”"), the cure periods specified in this Section 4.1(a) will be automatically extended until such that on the next Exchange Business Day following the Early Close Exchange Business Day; provided that if three or more , the cure periods will continue for the amount of time lost on such Early Close Exchange Business Days occur consecutivelyDay due to such early close (the "Extended Cure Time") (for the avoidance of doubt, should the Warranty Provider may declare next Exchange Business Day following the Early Close Exchange Business Day also be an immediate end to the cure period at 9 am New York time on the third such subsequent Early Close Exchange Business Day., the cure period will continue for as long as Extended Cure Time remains): (i) Any failure at any time to comply with the provisions covenant set forth in the first sentence of Section 3.1; (ii) Any failure at any time to comply with the provisions of Section 3.23.2(a)(i), Section 3.3if such violation is not cured on the Exchange Business Day on which the Adviser becomes aware of such violation; provided, Section 3.4(d) or 3.6that the Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days; (iii) Any failure at any time to comply with the provisions of Section 3.4(a3.3(c); (iv) unless such Any failure is attributable solely to a Force Majeure Event; provided, however, that if such failure at any time to comply with Section 3.4(a3.2(a)(ii) is or Section 3.3 (other than Section 3.3(c)), unless cured by the result end of a Force Majeure Event that causes a failure to comply for five consecutive calendar days, such failure to comply will be considered a Trigger Event notwithstanding the exception in this Section 4.1(a)(iii) for a Force Majeure Event;provided further that the Adviser shall have a cure period for its first three failures to meet the 9 p.m. reporting obligation of Section 3.4(a) as follows: the Warranty Provider shall be required to make a good faith effort to notify (by e-mail or otherwise) the Adviser of its intention to declare a Trigger Event and the Adviser shall have until 8 a.m. on the Exchange Business Day immediately succeeding following the day Exchange Business Day on which the such violation occurred to transmit the Daily Report required by Section 3.4(a). For the avoidance of doubtoccurred; (v) The termination of, it is acknowledged and agreed that the failure of the Warranty Provider, due to its own act or omission, to receive information otherwise transmitted by the Adviser in accordance with Section 3.4(a), shall not be considered to be a failure to comply with Section 3.4(a), provided that once the Adviser is advised by the Warranty Provider of its failure to receive a properly transmitted reportwith, the Adviser shall re-transmit the information as soon as reasonably practicable.Expense Limitation Agreement; (ivvi) Any violation of Article III (other than Sections 3.2(a)(vi) and (xi)) that is not provided for in clause (i), (ii), or (iii) or (iv) above unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the Adviser becomes aware of such violation; provided, that could have an Adverse Effectthe Adviser shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days; (vii) Any violation of Section 3.2(a)(vi) or (xi) above, unless cured by the end of the Exchange Business Day following the Exchange Business Day on which the violation occurredAdviser becomes aware of such violation; (vviii) The Fund shall fail to pay the Financial Warranty Fee when due as provided in Section 2.4 and such failure shall continue unremedied for a period of ten two Business Days following after notice of such failure by from the Warranty Provider to the FundProvider; (vi) (Aix) The Adviser resigns; (B) , the Fund elects to terminate the Investment Management Agreement with the Adviser; (C) the Fund appoints a successor adviser (including a subadviser) without the prior written consent of the Warranty Provider in its sole discretion; (D) Adviser or the Investment Management Agreement terminates in accordance with its terms; or (E) the Adviser becomes prohibited from serving as an investment adviser to the Fund by Section 9 of the Investment Company Act; terms and in each of the cases of (A) through (E) above, any successor adviser (including the Adviser) that agrees to be bound by the terms of this Agreement is appointed by the Board of the Trust or the Shareholders, in each case without the prior written consent of not acceptable to the Warranty Provider in its reasonable discretiondiscretion after considering the reputation of the successor adviser, its experience in managing equity growth funds and fixed income portfolios, its size, its financial condition, its ability to manage the Fund Portfolio in accordance with the Registration Statement and its ability to comply with the Adviser's obligations under this Agreement and the Transaction Documents to which it is a party; provided provided, that if the Warranty Provider’s failure to consent to a successor adviser is the Adviser or an Affiliate of the Adviser, such successor adviser shall be deemed to be reasonable if, among other possible reasons, the successor adviser (1) fails to agree to all of the terms of the Transaction Documents to which the Adviser is a party, (2) fails to meet the credit approval procedures then in place for business transactions with acceptable by the Warranty Provider; (3) is subject to any litigation, regulatory action or other proceeding that may affect its ability to perform any of the Transaction Documents; (4) may in any reasonable manner adversely affect the Warranty Provider’s economic bargain under this Agreement; or (5) is not reasonably believed by the Warranty Provider to be capable of managing the Fund; (viix) The Adviser resigns, the Fund elects to terminate the Investment Management Agreement with the Adviser or the Investment Management Agreement terminates in accordance with its terms and either (Ai) the Adviser is no longer obligated to manage the Fund pursuant to the terms of the Investment Management Agreement and none of (A) a successor investment adviser acceptable to the Warranty Provider Provider, (B) the Adviser or (C) an Affiliate of the Adviser has not entered into an investment management agreement with the Fund or (Bii) the termination of the Investment Management Agreement is not yet effective but the Board of the Trust, on behalf Trustees of the Fund, Fund has indicated its intention to the Warranty Provider, or taken any further action, to appoint a successor investment adviser other than the Adviser or an Affiliate of the Adviser notwithstanding the fact that the Warranty Provider has advised the Board of Trustees that such successor investment adviser would not be acceptable to the Warranty Provider, Provider based upon the standards included in its sole discretionSection 4.1(a)(ix), then in either such case a Trigger Event shall be deemed to have occurred notwithstanding the fact that a successor investment adviser has not yet been appointed; (viiixi) Subject to the foregoing provisions of this Section 4.1(a), the The Adviser does nototherwise manage not, in all material respects respects, manage the assets of the Fund in accordance with the investment objective, policies and strategies currently set forth in the Registration Statement and/or or in accordance with the Investment Management Agreement; (ixxii) Any representation or warranty made by the Adviser, the Trust Adviser or the Trust on behalf of the Fund Fund, in any Transaction Document or in any document or certification provided in connection with any Transaction Document, shall have been incorrect or misleading when made or when deemed made, except where such incorrect or misleading representation or warranty could would not reasonably be expected to have an Adverse EffectEffect in respect of the Adviser or Fund; (xxiii) The Equity Limit for a Class of Shares is less than 0.025; (xiv) The Adviser, the Trust, the Fund or the Custodian shall fail to perform any obligation, or shall breach any covenant, under this Agreement or the Transaction Documents that is not expressly provided for in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) or (ixxi) above, which failure could reasonably be expected to have an Adverse Effectand Effect in respect of the Adviser or Fund and such violation, if capable of being remedied, shall continue unremedied for a period of three Business Days after the Adviser or the Custodian, as the case may be, becomes aware of the occurrence of such breach or failure; provided, that the Adviser or the Custodian, as the case may be, shall be deemed to be aware of such violation if such violation has been in existence for three Exchange Business Days;; or (xixv) The occurrence of any of the following: (A) a Regulatory Event or Litigation Event (other than a Litigation Event arising out of a claim under this Agreement between the Adviser and/or the Trust on behalf of the Fund on one side and the Warranty Provider on the other side), or (B) an Act of Insolvency occurs with respect to the Adviser or the Fund; (C) the Trust, with respect to the Fund, ceases to be (1) duly registered with the Commission as an open-end management investment company under the Investment Company Act, (2) an investment company for purposes of the Commodity Exchange Act, or (3) a regulated investment company eligible to receive pass through tax treatment under Subchapter M of the Code; or (D) the adoption by the Fund of a new share class without the express written consent of the Warranty Provider. (xii) Any change in circumstances occurs with respect to an Underlying Fund or Eligible Money Market Fund, that could have an Adverse Effect on the Fund, the Adviser or the Warranty Provider, and the Fund fails to liquidate all of its shares of the Underlying Fund or Eligible Money Market Fund, as applicable, within 2 Exchange Business Days; provided thata decrease in net asset value occurring due to market fluctuations in the case of an Underlying Fund shall not be considered to be such an Adverse Effect; and further provided that with respect to an Eligible Money Market Fund and for purposes of this subsection (xii) a material adverse effect shall include having a net asset value other than $1.00 per share; (xiii) If the Adviser at any time fails to have at least $__ billion of assets under management; provided that if the Adviser’s assets under management fall under $__ billion, the Adviser shall have 30 Business Days to arrange for an entity under common control with the Adviser to unconditionally guarantee the Adviser’s obligations under this Agreement, as such guarantee may be approved in writing by the Warranty Provider in its sole discretion; or (xiv) (A) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested to be managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act; unless such failure is remedied within two Exchange Business Days; (B) Any failure at any time of any Eligible Money Market Fund in which the Fund is then invested that is not registered under the Investment Company Act to be managed pursuant to the requirements of Rule 12d1-1(b) under the Investment Company Act; unless such failure is remedied within two Exchange Business Days. (b) Notwithstanding any other provision hereof, in the if an event of has occurred and is continuing, which, if not cured or waived would give rise to a Potential Trigger Event, then the Adviser shall may not permit cause the Fund to acquire any additional Eligible Equity Investments until such Potential Trigger Event event is cured and shall upon becoming aware of such Potential Trigger Event event immediately notify the Warranty Provider of such Potential Trigger Eventevent, which notice shall include a description of the manner in which the Adviser intends to cure such Potential Trigger Event event (“"Curative Steps”"), the Adviser’s 's assessment of the likelihood of success, the time the Adviser expects to elapse before such Potential Trigger Event event is cured, and such other information as the Warranty Provider may reasonably request. Upon sending such notice to the Warranty Provider, the Adviser shall immediately take the Curative Steps set forth in such notice unless and until such time as the Warranty Provider notifies the Adviser that it objects to such Curative Steps, in which case the Adviser shall immediately cease the implementation of such Curative Steps. The Warranty Provider shall only object to such Curative Steps if, in the Warranty Provider’s reasonable discretion, they are not consistent with this Agreement or are not likely to be an effective cure of the Potential Trigger Event within the cure period set forth in Section 4.1(a), if any. (c) If a Trigger Event occurs, then, at the election of the Warranty Provider in its sole discretion, the Warranty Provider shall have the right at any time after such Trigger Event to either (i) (A) instruct the Adviser to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period or (B) to deliver the Irrevocable Instructions to the Custodian to invest all of the Fund’s assets in accordance with Section 4.2(a) for the remainder of the Warranty Period (in each case, a “Trigger Initiated Defeasance Event”) or (ii) adjust the Multiple. Any such adjustment to the Multiple shall be permanent, unless and until further adjusted by the Warranty Provider in its sole discretion. For the avoidance of doubt, the parties hereto agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple, the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or 4.1(c)(i)(B). The Warranty Provider shall notify the Adviser and the Fund of the Warranty Provider’s decision to exercise the remedies pursuant to this Section 4.1(c) prior to such exercise. The Adviser shall invest all of the Fund’s assets in accordance with Section 4.2(a) within one Exchange Business Day following its receipt of a written instruction by the Warranty Provider under Section 4.1(c)(i)(A). (d) In the event of (i) an act or omission on the part of the Adviser with respect to the Trust or the Fund which constitutes a breach of this Agreement, negligence, recklessness, bad faith, willful misconduct or fraud, including by way of example only and not intended as an exhaustive list, if (A) the Adviser fails to comply with the Portfolio Requirements prior to a Trigger Initiated Defeasance Event or Market Initiated Defeasance Event, (B) any violation of reporting in accordance with Section 3.4(a), including material inaccuracies or late transmission of information, or (C) the Adviser causes the Fund to purchase investments other than those permitted to be invested in hereunder after the occurrence of a Trigger Initiated Defeasance Event or a Market Initiated Defeasance Event resulting in a violation of Section 4.1(c) or Section 4.2(a) (such conduct referenced in subsection (i) of this Section 4.1(d), the “Adviser Conduct”) and (ii) the existence of a Floor Shortfall, the Adviser agrees to pay to the Warranty Provider an amount equal to the amount of such Floor Shortfall determined as provided in this Section 4.1(d) to have been directly or indirectly attributable to such Adviser Conduct. The amount of such Floor Shortfall directly or indirectly attributable to the Adviser Conduct shall be equal to the sum of the differences with respect to each Class of Shares, if negative, between (a) the actual NAV Per Share as of the date of determination and (b) the hypothetical NAV Per Share of a hypothetical portfolio comprised of the actual portfolio assets as of the date of determination adjusted to eliminate the effect of the Adviser Conduct to the extent necessary to eliminate any Floor Shortfall directly or indirectly attributable to such Adviser Conduct. In making the determination of the Floor Shortfall, the hypothetical portfolio will be based on the actual portfolio of assets as of the date of determination adjusted to bring the portfolio into compliance with all of the restrictions of Section 3.2 hereof, by decreasing and increasing positions in asset classes, as the case may be, on a pro rata basis. In addition, if all of the Fund’s assets are required to be invested in a Defeasance Portfolio pursuant to Sections 4.1(c)(i) and 4.2 and the Fund’s assets are not so invested on the Exchange Business Day immediately following the Defeasance Date and for the remainder of the Warranty Period, then if (and only if) a Floor Shortfall or an additional Floor Shortfall (collectively “Additional Floor Shortfall”) arises due to the Fund’s assets not being so invested within such period and/or for the remainder of the Warranty Period, then the Adviser agrees to pay to the Warranty Provider such Additional Floor Shortfall (if any). The Fund’s assets shall be deemed to be invested in the Defeasance Portfolio if at the time of determination the Fund has executed orders to sell all Eligible Equity Investments and Ineligible Investments, if any, and subsequent thereto has executed orders to invest all of the proceeds thereof in the Defeasance Portfolio. The Warranty Provider shall notify (the “Determination Notice”) the Adviser in writing of its determination that Adviser Conduct has occurred and any Floor Shortfall directly or indirectly attributable to such Adviser Conduct and any Additional Floor Shortfall. If the Adviser disagrees with the Warranty Provider’s determination that there has been Adviser Conduct and/or the amount of the Floor Shortfall directly or indirectly attributable to such Adviser Conduct and/or the amount of the Additional Floor Shortfall contained in the Determination Notice, then (i) the Adviser shall notify (the “Objection Notice”) the Warranty Provider in writing of such disagreement within five Business Days after the delivery by the Warranty Provider of the Determination Notice and (ii) unless the Adviser and the Warranty Provider otherwisreasonably