Common use of Duration, Termination and Amendment Clause in Contracts

Duration, Termination and Amendment. a. This Agreement shall become effective on the date first written above. Unless sooner terminated as provided in this Section 12, this Agreement shall continue in effect until one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds), provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a vote of a "majority of the outstanding voting securities" of the Fund Party, on sixty (60) days prior written notice to the Administrator or by the Administrator at any time, without the payment of any penalty, on sixty (60) days prior written notice to the affected Fund Party or Fund Parties. As used in this Agreement, the terms "majority of outstanding voting securities" and "interested persons" shall have the same meaning as such terms have in the 1940 Act. b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or liquidation, as applicable. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. (a) This Agreement shall become effective on as to any portfolio upon its approval for such portfolio by the date first written aboveBoard of Managers of the Fund and the owners of the class of membership interests designated for that portfolio. Unless sooner terminated as provided in this Section 12, this This Agreement shall will continue in effect until one year after for a period more than two years from the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect its effectiveness as to each Fund Party (and its respective Funds), provided that any portfolio only so long as such continuance is specifically approved with respect to that Fund Party at least annually: (1) annually either by a vote the Board of a majority of those members Managers of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board outstanding voting securities of Directors/Trustees or a the portfolio, provided that in either event such continuance shall also be approved by the vote of a "majority of the Managers of the Fund who are not interested persons (as defined in the 1940 ▇▇▇) ▇▇ any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required owner's approval of this Agreement or of any continuance of this Agreement shall be effective with respect to a portfolio if a majority of the outstanding voting securities" securities of the Fund Partyclass (as defined in Rule 18f-2(h) under the 1940 ▇▇▇) ▇▇ membership interests of the portfolio votes to approve the Agreement or its continuance, on sixty notwithstanding that this Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of the entire Fund. (60b) days prior written notice If the owners of membership interests of any portfolio fail to approve any continuance of this Agreement, the Administrator Adviser will continue to act as investment adviser with respect to that portfolio pending the required approval of this Agreement or its continuance, or of a new contract with the Adviser or a different investment adviser or other definitive action; provided, that the compensation received by the Administrator Adviser in respect of that portfolio during such period will be no more than the Adviser's actual costs incurred in furnishing investment advisory and management services to such portfolio or the amount it would have received under this Agreement, whichever is less. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Board of Managers of the Fund or, with respect to any portfolio, by the vote of a majority of the outstanding voting securities of that portfolio on sixty (60) days prior 60 days' written notice to the affected Fund Party Adviser, or Fund Partiesby the Adviser, on 90 days' written notice to the Fund. As used This Agreement will automatically terminate in this Agreement, the terms "majority event of outstanding voting securities" and "interested persons" shall have the same meaning its assignment (as such terms have defined in the 1940 Act). b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1d) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or liquidation, as applicable. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement the parties only if such amendment is specifically approved by the vote of a majority of the parties heretooutstanding voting securities of each affected portfolio and by the vote of a majority of the Managers of the Fund who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.

Duration, Termination and Amendment. a. (a) This Agreement shall become be effective on the date first written set forth above. Unless sooner , and unless terminated as provided in this Section 12herein, this Agreement shall continue in effect until for one year after the date first written above. Thereafterfrom its effective date, if not terminated, this Agreement shall continue automatically for successive terms of one and thereafter from year with respect to each Fund Party (and its respective Funds)year, provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) annually by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a Trustees, and by the vote of a "majority those Trustees who are not “interested persons” of the outstanding voting securities" Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Fund PartyTrust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on sixty (60) days prior written notice to the Administrator or by the Administrator approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, on at least sixty (60) days prior written notice to the affected Fund Party or Fund PartiesDistributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate in the event of its assignment. As used in this Agreementparagraph, the terms "majority of outstanding voting securities" “assignment” and "“interested persons" ” shall have the same meaning as such terms have respective meanings specified in the 1940 Act. b. Upon termination (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund Party or Fund Parties on behalf Fund; and (iii) the selection and nomination of their respective Funds those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall pay be committed to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as discretion of the date Trustees of termination or after the date that Trust who are not such “interested persons” of the provision of services ceases, whichever is laterTrust. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1c) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination No provision of this Agreement with respect to such Funds may be changed, waived, discharged or Fund Parties will be effective on terminated except by an instrument in writing signed by the closing date party against which an enforcement of the reorganization change, waiver, discharge or liquidation, as applicabletermination is sought. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. This Agreement shall become effective on the date first written above. Unless sooner terminated as provided in this Section 12, this Agreement shall continue in effect until one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds), provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's ’s Board of Directors/Trustees who are not parties to this Agreement or "“interested persons" ” of such party; and (2) by the Fund Party's ’s Board of Directors/Trustees or by a vote of a "“majority of the outstanding voting securities" ” of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a vote of a "“majority of the outstanding voting securities" ” of the Fund Party, on sixty (60) days prior written notice to the Administrator or by the Administrator at any time, without the payment of any penalty, on sixty (60) days prior written notice to the affected Fund Party or Fund Parties. As used in this Agreement, the terms "“majority of outstanding voting securities" ” and "“interested persons" ” shall have the same meaning as such terms have in the 1940 Act. b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or liquidation, as applicable. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. (a) This Agreement shall become be effective on the date first written above. Unless sooner April 25, 2012, and unless terminated as provided in this Section 12herein, this Agreement shall continue in effect until one for two years from its effective date, and thereafter from year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds)year, provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) annually by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a Trustees, and by the vote of a "majority those Trustees who are not “interested persons” of the outstanding voting securities" Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Fund PartyTrust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on sixty (60) days prior written notice to the Administrator or by the Administrator approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, on at least sixty (60) days prior written notice to the affected Fund Party or Fund PartiesDistributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate in the event of its assignment. As used in this Agreementparagraph, the terms "majority of outstanding voting securities" “assignment” and "“interested persons" ” shall have the same meaning as such terms have respective meanings specified in the 1940 Act. b. Upon termination (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund Party or Fund Parties on behalf Fund; and (iii) the selection and nomination of their respective Funds those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall pay be committed to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as discretion of the date Trustees of termination or after the date that Trust who are not such “interested persons” of the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that isTrust; (1c) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination No provision of this Agreement with respect to such Funds may be changed, waived, discharged or Fund Parties will be effective on terminated except by an instrument in writing signed by the closing date party against which an enforcement of the reorganization change, waiver, discharge or liquidation, as applicabletermination is sought. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. (a) This Agreement shall become be effective on the date first written above. Unless sooner _____________, 2007, and unless terminated as provided in this Section 12herein, this Agreement shall continue in effect until one for two years from its effective date, and thereafter from year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds)year, provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) annually by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a Trustees, and by the vote of a "majority those Trustees who are not “interested persons” of the outstanding voting securities" Trust (the “Independent Trustees”) and if a Distribution Plan is in effect, by the vote of those Trustees who are not “interested persons” of the Fund PartyTrust and who are not parties to such Distribution Plan or this Agreement and have no financial interest in the operation of such Distribution Plan or in any agreements related to such Distribution Plan, cast in person at a meeting called for the purpose of voting on sixty (60) days prior written notice to the Administrator or by the Administrator approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, on at least sixty (60) days prior written notice to the affected Fund Party or Fund PartiesDistributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate in the event of its assignment. As used in this Agreementparagraph, the terms "majority of outstanding voting securities" “assignment” and "“interested persons" ” shall have the same meaning as such terms have respective meanings specified in the 1940 Act. b. Upon termination (b) During such period as the Distributor receives compensation pursuant to a Distribution Plan, and this Agreement constitutes a 12b-1 plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay amount to be spent for distribution services requires the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as additional approval of the date majority of termination or after the date that Trust’s outstanding voting securities (as defined in the provision ▇▇▇▇ ▇▇▇) of services ceases, whichever is latereach affected Fund. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1c) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination No provision of this Agreement with respect to such Funds may be changed, waived, discharged or Fund Parties will be effective on terminated except by an instrument in writing signed by the closing date party against which an enforcement of the reorganization change, waiver, discharge or liquidation, as applicabletermination is sought. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. (a) This Agreement shall become be effective on upon the date first written above. , provided that, with respect to any Fund or class of Shares of a Fund, this Agreement shall not take effect unless such action has first been approved by vote of a majority of the Board and by vote of a majority of those Board members who are not interested persons of the Fund and, for a class of Shares for which a Distribution and Service Plan has been adopted, also have no direct or indirect financial interest in the operation of the Distribution and Service Plan or in any agreements related thereto (all such Board members collectively being referred to herein as the "Independent Board Members"), cast in person at a meeting called for the purpose of voting on such action. (b) Unless sooner terminated as provided in this Section 12herein, this Agreement shall continue in effect until one year after for two years from the date first above written abovedate. Thereafter, if not sooner terminated, this Agreement shall continue automatically for successive terms periods of one year with respect to each Fund Party (and its respective Funds)twelve months each, provided that such continuance is specifically approved with respect to that Fund Party at least annually: annually (1i) by a vote of a majority of those members the Independent Board Members cast in person at a meeting called for the purpose of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of voting on such party; and approval, and (2ii) by the Fund Party's Board or with respect to a class of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment Shares of any penalty, given Fund by vote of a majority of the entire Board of Directors/Trustees or a vote of a "majority of the outstanding voting securities" securities of that class of Shares of such Fund. (c) Notwithstanding the Fund Partyforegoing, on sixty (60) days prior written notice to the Administrator or by the Administrator this Agreement may be terminated at any time, without the payment of any penalty, as to each Fund or class of Shares (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority of the outstanding voting securities of such Fund of class of Shares, on at least sixty (60) days prior written notice to the Principal Underwriter. In addition, this Agreement may be terminated at any time by the Principal Underwriter, without the payment of any penalty, upon at least sixty (60) days prior written notice to the Trust or such Fund. This Agreement shall automatically terminate in the event of its assignment. (d) During such period as the Principal Underwriter receives compensation pursuant to the Distribution and Service Plans, and this Agreement constitutes a Distribution and Service Plan related agreement, (i) any material amendment to this Agreement requires the approval of a majority of the Independent Board Members cast in person at a meeting called for the purpose of voting on such approval, (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust's outstanding voting securities of each affected Fund Party or Fund Parties. As used in this Agreement, and (iii) the terms "majority selection and nomination of outstanding voting securities" and those Trustees who are not "interested persons" of the Trust shall have the same meaning as such terms have in the 1940 Act. b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay be committed to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as discretion of the date of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or liquidation, as applicable. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement Trust who are not such "interested persons" of the parties heretoTrust.

Duration, Termination and Amendment. a. (a) This Agreement shall become be effective on the date first written above. Unless sooner May 1, 2017, and unless terminated as provided in this Section 12herein, this Agreement shall continue in effect until one for two years from its effective date, and thereafter from year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds)year, provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) annually by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a Trustees, and by the vote of a "majority those Trustees who are not “interested persons” of the outstanding voting securities" Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Fund PartyTrust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on sixty (60) days prior written notice to the Administrator or by the Administrator approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, on at least sixty (60) days prior written notice to the affected Fund Party or Fund PartiesDistributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate in the event of its assignment. As used in this Agreementparagraph, the terms "majority of outstanding voting securities" “assignment” and "“interested persons" ” shall have the same meaning as such terms have respective meanings specified in the 1940 Act. b. Upon termination (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund Party or Fund Parties on behalf Fund; and (iii) the selection and nomination of their respective Funds those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall pay be committed to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as discretion of the date Trustees of termination or after the date that Trust who are not such “interested persons” of the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that isTrust; (1c) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination No provision of this Agreement with respect to such Funds may be changed, waived, discharged or Fund Parties will be effective on terminated except by an instrument in writing signed by the closing date party against which an enforcement of the reorganization change, waiver, discharge or liquidation, as applicable.termination is sought; d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. (d) This Agreement may be modified supersedes any and all oral or amended from time written agreements heretofore made relating to time by mutual written the subject matter hereof, including the Distribution Agreement between the Trust and “State Street Global Markets, LLC” effective, July 1, 2004, and contains the entire understanding and agreement of the parties heretowith respect to the subject matter hereof.

Duration, Termination and Amendment. a. (a) This Agreement shall become be effective on the date first written above. Unless sooner February 22, 2008, and unless terminated as provided in this Section 12herein, this Agreement shall continue in effect until one for two years from its effective date, and thereafter from year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds)year, provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) annually by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a Trustees, and by the vote of a "majority those Trustees who are not “interested persons” of the outstanding voting securities" Trust (the “Independent Trustees”) and if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Fund PartyTrust and who are not parties to such Plan or this Agreement and have no financial interest in the operation of such Plan or in any agreements related to such Plan, cast in person at a meeting called for the purpose of voting on sixty (60) days prior written notice to the Administrator or by the Administrator approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, on at least sixty (60) days prior written notice to the affected Fund Party or Fund PartiesDistributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate in the event of its assignment. As used in this Agreementparagraph, the terms "majority of outstanding voting securities" “assignment” and "“interested persons" ” shall have the same meaning as such terms have respective meanings specified in the 1940 Act. b. Upon termination (b) The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act. As of the date of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay Trust does not contemplate making any payments pursuant to the Administrator such Rule 12b-1 Plan. During any time in the future if the Distributor receives compensation and pursuant to the 12b-1 Plans, (i) any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, material amendment to this Agreement will terminate automatically requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any Fund or Fund Party amendment that ismaterially increases the amount to be spent by the Trust in excess of the amounts provided for in such 12b-1 Plan for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund. (1c) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination No provision of this Agreement with respect to such Funds may be changed, waived, discharged or Fund Parties will be effective on terminated except by an instrument in writing signed by the closing date party against which an enforcement of the reorganization change, waiver, discharge or liquidation, as applicabletermination is sought. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. (a) This Agreement shall become effective on as to each Fund as of the date first written aboveset forth opposite the Fund’s name on Annex I hereto, provided that this Agreement has been approved by the vote of a majority of the members of the Board of Trustees of the Trust who are not parties to this Agreement nor “interested persons” of the Trust or the Distributor, cast in person at a meeting called for the purpose of voting on such approval. Unless sooner terminated as provided in this Section 12herein, this Agreement shall continue in effect until one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each a Fund Party (for a period of two years from its effective date, and its respective Funds)thereafter from year to year, provided that such continuance is specifically approved with respect to that Fund Party at least annually: annually by (1a) by a the vote of a majority of those the members of the Fund Party's Board of Directors/Trustees of the Trust who are not parties to this Agreement or "nor “interested persons" ” of the Trust or the Distributor, cast in person at a meeting called for the purpose of voting on such party; and approval, and (2b) by either (i) the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of Trust or (ii) the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a vote of a "majority outstanding voting securities of the outstanding voting securities" of the Fund Party, on sixty (60) days prior written notice to the Administrator or by the Administrator Fund. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by the vote of a majority of the members of the Board of Trustees of the Trust who are not parties to this Agreement nor “interested persons” of the Trust or the Distributor or (ii) by the vote of a majority of the outstanding voting securities of the Fund, on at least sixty (60) days days’ prior written notice to the affected Fund Party or Fund PartiesDistributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days’ prior written notice to the Trust. This Agreement shall automatically terminate in the event of its assignment. As used in this Agreementparagraph, the terms "“vote of a majority of the outstanding voting securities" ,” “assignment” and "“interested persons" ” shall have the same meaning as such terms have respective meanings specified in the 1940 Act. b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the (b) No provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds may be changed, waived, discharged or Fund Parties will be effective on terminated except by an instrument in writing signed by the closing date party against which an enforcement of the reorganization change, waiver, discharge or liquidation, as applicabletermination is sought. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. (a) This Agreement shall become effective on as to any portfolio upon its approval for such portfolio by the date first written aboveBoard of Directors of the Fund and the shareholders of the class of capital stock designated for that portfolio. Unless sooner terminated as provided in this Section 12, this This Agreement shall will continue in effect until one year after for a period more than two years from the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect its effectiveness as to each Fund Party (and its respective Funds), provided that any portfolio only so long as such continuance is specifically approved with respect to that Fund Party at least annually: (1) annually either by a vote the Board of a majority of those members Directors of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board outstanding voting securities of Directors/Trustees or a the portfolio, provided that in either event such continuance shall also be approved by the vote of a "majority of the directors of the Fund who are not interested persons (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Adviser agrees to comply with reasonable requests for information or materials by the Board for purposes of annually reviewing and approving the continuance of the Agreement under Section 15(c) of the 1940 Act. The required shareholder approval of this Agreement or of any continuance of this Agreement shall be effective with respect to a portfolio if a majority of the outstanding voting securities" securities of the Fund Partyclass (as defined in Rule 18f-2(h) under the ▇▇▇▇ ▇▇▇) of capital stock of the portfolio votes to approve the Agreement or its continuance, on sixty notwithstanding that this Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of the entire Fund. (60b) days prior written notice If the shareholders of capital stock of any portfolio fail to approve any continuance of this Agreement, the Administrator Adviser will continue to act as investment adviser with respect to that portfolio pending the required approval of this Agreement or its continuance, or of a new contract with the Adviser or a different investment adviser or other definitive action; provided, that the compensation received by the Administrator Adviser in respect of that portfolio during such period will be no more than the Adviser’s actual costs incurred in furnishing investment advisory and management services to such portfolio or the amount it would have received under this Agreement, whichever is less. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Board of Directors of the Fund or, with respect to any portfolio, by the vote of a majority of the outstanding voting securities of that portfolio on sixty (60) days prior 60 days’ written notice to the affected Fund Party Adviser, or Fund Partiesby the Adviser, on 90 days’ written notice to the Fund. As used This Agreement will automatically terminate in this Agreement, the terms "majority event of outstanding voting securities" and "interested persons" shall have the same meaning its assignment (as such terms have defined in the 1940 Act). b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1d) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or liquidation, as applicable. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement the parties only if such amendment is specifically approved by the vote of a majority of the parties heretooutstanding voting securities of each affected portfolio and by the vote of a majority of the directors of the Fund who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.

Duration, Termination and Amendment. a. (a) This Agreement shall become be effective on the date first written above. Unless sooner May 1, 2017, and unless terminated as provided in this Section 12herein, this Agreement shall continue in effect until one for two years from its effective date, and thereafter from year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds)year, provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) annually by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a Trustees, and by the vote of a "majority those Trustees who are not “interested persons” of the outstanding voting securities" Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Fund PartyTrust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on sixty (60) days prior written notice to the Administrator or by the Administrator approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, on at least sixty (60) days prior written notice to the affected Fund Party or Fund PartiesDistributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate in the event of its assignment. As used in this Agreementparagraph, the terms "majority of outstanding voting securities" “assignment” and "“interested persons" ” shall have the same meaning as such terms have respective meanings specified in the 1940 Act. b. Upon termination (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund Party or Fund Parties on behalf Fund; and (iii) the selection and nomination of their respective Funds those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall pay be committed to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as discretion of the date Trustees of termination or after the date that Trust who are not such “interested persons” of the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that isTrust; (1c) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination No provision of this Agreement with respect to such Funds may be changed, waived, discharged or Fund Parties will be effective on terminated except by an instrument in writing signed by the closing date party against which an enforcement of the reorganization change, waiver, discharge or liquidation, as applicable.termination is sought; d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. (d) This Agreement may be modified supersedes any and all oral or amended from time written agreements heretofore made relating to time by mutual written the subject matter hereof, including the Distribution Agreement between the Trust and “State Street Global Markets, LLC” effective, September 22, 2000, and contains the entire understanding and agreement of the parties heretowith respect to the subject matter hereof.

Duration, Termination and Amendment. a. (a) This Agreement shall become be effective on the date first written above. Unless sooner __________, 2011, and unless terminated as provided in this Section 12herein, this Agreement shall continue in effect until one for two years from its effective date, and thereafter from year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds)year, provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) annually by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a Trustees, and by the vote of a "majority those Trustees who are not “interested persons” of the outstanding voting securities" Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Fund PartyTrust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on sixty (60) days prior written notice to the Administrator or by the Administrator approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, on at least sixty (60) days prior written notice to the affected Fund Party or Fund PartiesDistributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate in the event of its assignment. As used in this Agreementparagraph, the terms "majority of outstanding voting securities" “assignment” and "“interested persons" ” shall have the same meaning as such terms have respective meanings specified in the 1940 Act. b. Upon termination (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund Party or Fund Parties on behalf Fund; and (iii) the selection and nomination of their respective Funds those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall pay be committed to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as discretion of the date Trustees of termination or after the date that Trust who are not such “interested persons” of the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that isTrust; (1c) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination No provision of this Agreement with respect to such Funds may be changed, waived, discharged or Fund Parties will be effective on terminated except by an instrument in writing signed by the closing date party against which an enforcement of the reorganization change, waiver, discharge or liquidation, as applicabletermination is sought. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. This Agreement shall become effective on the date first written above. Unless sooner terminated as provided in this Section 12, this Agreement shall continue in effect until one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds), provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a vote of a "majority of the outstanding voting securities" of the Fund Party, on sixty (60) days prior written notice to the Administrator or by the Administrator at any time, without the payment of any penalty, on sixty (60) days prior written notice to the affected Fund Party or Fund Parties. As used in this Agreement, the terms "majority of outstanding voting securities" and "interested persons" shall have the same meaning as such terms have in the 1940 Act. b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or liquidation, as applicable. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. (a) This Agreement shall become be come effective on the date first written above. Unless sooner terminated as provided in this Section 12, this Agreement it is approved by the Shareholders of the Trust and shall continue in effect until one for an initial period of two years and thereafter from year after the date first written above. Thereafterto year, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds), provided that but only so long as such continuance continuation is specifically approved with respect to that Fund Party at least annually:annually at a meeting of the Trustees in accordance with the requirements of the 1940 Act. (1b) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this This Agreement or "interested persons" of such party; and (2i) by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party the Advisor at any time without penalty upon giving the payment Trust forty-five (45) days' prior written notice (which notice may be waived by a majority of the Trustees including a Majority of the Investor Trustees) if the Trust is in breach of this Agreement in any penalty, material respect and (ii) may be terminated on behalf of the Trust at any time without penalty upon giving the Advisor sixty (60) days' prior written notice (which notice may be waived by the Advisor) by the vote of a majority of the entire Board of Directors/Trustees or a by the vote of the holders of a "majority of the outstanding voting securitiesmajority" of the Fund Party, on sixty (60) days prior written notice to the Administrator or by the Administrator at any time, without the payment of any penalty, on sixty (60) days prior written notice to the affected Fund Party or Fund Parties. As used in this Agreement, the terms "majority of outstanding voting securities" and "interested persons" shall have the same meaning as such terms have defined in the 1940 Act. b. Upon termination ) of this Agreementthe voting securities of the Trust at the time outstandi▇▇ ▇▇▇ ▇ntitled to vote. This Agreement shall terminate automatically in the event of its assignment (as "assignment" is defined in the 1940 Act). Furthermore, upon the occurrence of a "Disabling Event" or delivery of a "Removal Notice" (as such terms are defined in the operating agreement of the initial Shareholder) and the cessation of the service to the 681032 initial Shareholder by the first managing member named in such operating agreement (or an affiliate thereof) as managing member thereof, the affected Fund Party or Fund Parties on behalf of their respective Funds Advisor shall pay to promptly resign, this Agreement shall be terminated and no Advisory Fee shall be payable for any period after such cessation. Termination shall not affect any rights either party may have against the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof hereunder as of the date of termination or after the date that the provision of services ceases, whichever is latersuch termination. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or liquidation, as applicable. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. This Agreement shall become effective on the date first written above. .Unless sooner terminated as provided in this Section 12, this Agreement shall continue in effect until one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds), provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a vote of a "majority of the outstanding voting securities" of the Fund Party, on sixty (60) days prior written notice to the Administrator or by the Administrator at any time, without the payment of any penalty, on sixty (60) days prior written notice to the affected Fund Party or Fund Parties. As used in this Agreement, the terms "majority of outstanding voting securities" and "interested persons" shall have the same meaning as such terms have in the 1940 Act. b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or liquidation, as applicable. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. This Agreement shall become effective on the date first written above. Unless sooner terminated as provided in this Section 12, this Agreement shall continue in effect until one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its respective Funds), provided that such continuance is specifically approved with respect to that Fund Party at least annually: (1) by a vote of a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board of Directors/Trustees or a vote of a "majority of the outstanding voting securities" of the Fund Party, on sixty (60) days prior written notice to the Administrator or by the Administrator at any time, without the payment of any penalty, on sixty (60) days prior written notice to the affected Fund Party or Fund Parties. As used in this Agreement, the terms "majority of outstanding voting securities" and "interested persons" shall have the same meaning as such terms have in the 1940 Act. b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or liquidation, as applicable. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

Duration, Termination and Amendment. a. (a) This Agreement shall become effective on as to any portfolio upon its approval for such portfolio by the date first written aboveBoard of Directors of the Fund and the shareholders of the class of capital stock designated for that portfolio. Unless sooner terminated as provided in this Section 12, this This Agreement shall will continue in effect until one year after for a period more than two years from the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect its effectiveness as to each Fund Party (and its respective Funds), provided that any portfolio only so long as such continuance is specifically approved with respect to that Fund Party at least annually: (1) annually either by a vote the Board of a majority of those members Directors of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board outstanding voting securities of Directors/Trustees or a the portfolio, provided that in either event such continuance shall also be approved by the vote of a "majority of the directors of the Fund who are not interested persons (as defined in the 1940 Act) of any party to this Agreement cast in person (or otherwise, as consistent with applicable laws, regulations and related SEC guidance, order and relief) at a meeting called for the purpose of voting on such approval. The Adviser agrees to comply with reasonable requests for information or materials by the Board for purposes of annually reviewing and approving the continuance of the Agreement under Section 15(c) of the 1940 Act. The required shareholder approval of this Agreement or of any continuance of this Agreement shall be effective with respect to a portfolio if a majority of the outstanding voting securities" securities of the Fund Partyclass (as defined in Rule 18f-2(h) under the 1940 Act) of capital stock of the portfolio votes to approve the Agreement or its continuance, on sixty notwithstanding that this Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of the entire Fund. (60b) days prior written notice If the shareholders of capital stock of any portfolio fail to approve any continuance of this Agreement, the Administrator Adviser will continue to act as investment adviser with respect to that portfolio pending the required approval of this Agreement or its continuance, or of a new contract with the Adviser or a different investment adviser or other definitive action; provided, that the compensation received by the Administrator Adviser in respect of that portfolio during such period will be no more than the Adviser’s actual costs incurred in furnishing investment advisory and management services to such portfolio or the amount it would have received under this Agreement, whichever is less. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Board of Directors of the Fund with respect to the Fund or a portfolio or, with respect to any portfolio, by the vote of a majority of the outstanding voting securities of that portfolio on sixty (60) days prior 60 days’ written notice to the affected Fund Party Adviser, or Fund Partiesby the Adviser, on 90 days’ written notice to the Fund. As used This Agreement will automatically terminate in this Agreement, the terms "majority event of outstanding voting securities" and "interested persons" shall have the same meaning its assignment (as such terms have defined in the 1940 Act). b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (1d) the acquired fund under any agreement and plan of reorganization approved by the appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or liquidation, as applicable. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement the parties only if such amendment is specifically approved by the vote of a majority of the parties heretooutstanding voting securities of each affected portfolio, if required under interpretations of the 1940 Act by the SEC or its staff, and by the vote of a majority of the directors of the Fund who are not interested persons of any party to this Agreement cast in person (or otherwise, as consistent with applicable laws, regulations and related SEC guidance, order and relief) at a meeting called for the purpose of voting on such approval.