Common use of Terms and Termination Clause in Contracts

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the per▇▇▇▇▇▇▇▇ ▇f FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. This Agreement shall commence on the date hereof, and unless sooner terminated, shall continue in effect until the close of business on the last day of the 12th full calendar month following the commencement of trading activities by the Trust. This Agreement shall automatically renew on the same terms as set forth herein for three additional 12-month terms unless the Managing Owner shall give to the Advisor written notice at least 45 days prior to the expiry of the then current 12-month period. This Agreement shall terminate automatically in the event that the Trust is terminated. This Agreement may be terminated by the Trust at any time, upon 60 days' prior written notice to the Advisor. In addition, this Agreement may be terminated at the election of the Trust at any time, upon written notice to the Advisor in the event that: (aA) Either party the Net Asset Value of Trust funds allocated to the Advisor's management decreases as of the close of trading on any business day by more than 30% from the sum of the Net Asset Value of the Trust's funds allocated to the Advisor on the date the Trust commenced trading plus the Net Asset Value of any funds which may be allocated to the Advisor thereafter (after adding back all redemptions, distributions and reallocations made to any additional trading advisors in respect of such assets); (B) the Advisor is unable, to any material extent, to use the Trading Programs, as the Trading Programs may be refined or modified in the future in accordance with the terms of this Agreement for the benefit of the Trust; (C) the Advisor's registration as a commodity trading advisor under the CE Act, or membership as a commodity trading advisor with NFA is revoked, suspended, terminated or not renewed; (D) the Managing Owner determines in good faith that the Advisor has failed to conform to (i) the Trust's trading policies or limitations, as they may be revised or modified, or (ii) a Trading Program; (E) there is an unauthorized assignment of this Agreement by the Advisor; (F) the Advisor dissolves, merges or consolidates with another entity or sells a substantial portion of its assets, any portion of the Trading Programs utilized by the Trust or its business goodwill to any person or entity other than one controlled, directly or indirectly, by ▇▇▇▇ ▇. ▇▇▇▇▇, in each instance without the consent of the Managing Owner; (G) the Advisor becomes bankrupt or insolvent; (H) ▇▇▇▇ ▇. ▇▇▇▇▇ ceases to be a principal of the Advisor; or (I) the Managing Owner determines in good faith that such termination is necessary for the protection of the Trust. In addition, the Advisor has the right to terminate this Agreement without at any time, upon written notice to the Trust in the event (i) of the receipt by the Advisor of an opinion of independent counsel that solely by reason of the Advisor's activities with respect to the Trust, the Advisor is required to register as an investment adviser under the Investment Advisers Act of 1940; (ii) that the registration of the Managing Owner as a commodity pool operator under the CE Act, or its NFA membership as a commodity pool operator is revoked, suspended, terminated or not renewed; (iii) that the Managing Owner elects (pursuant to Section 1 of this Agreement) to have the Advisor use a different trading program in the Advisor's management of Trust assets from that which the Advisor is then using to manage such assets and the Advisor objects to using such different trading program; (iv) that the Managing Owner overrides a trading instruction of the Advisor pursuant to Section 1 of this Agreement for reasons unrelated to a determination by the Managing Owner that the Advisor has violated the Trust's trading policies or limitations; (v) that the Managing Owner imposes additional trading limitation(s) pursuant to Section 1 of this Agreement which the Advisor does not agree to follow in the Advisor's management of its allocable share of Trust assets; (vi) there is an unauthorized assignment of this Agreement by the Managing Owner of the Trust; or (vii) other good cause is shown to which the written consent of the Managing Owner is obtained. The Advisor may also terminate this Agreement on or after July 31, 2002 by giving 180 60 days written notice to the other party; (b) Either party may terminate this Agreement if Managing Owner during any renewal term. In the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if event that this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority this Section 6, the Advisor shall be entitled to the Incentive Fee, if any, which shall be computed as if the effective date of termination was the last day of the nonthen current calendar quarter. If this Agreement is terminated on a day other than the last day of a calendar month, the Management Fee described herein shall be determined as if such date were the end of a month and such fee shall be pro-interested trustees of any rated based on the ratio of the Funds determines, number of trading days in the exercise month through the date of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the per▇▇▇▇▇▇▇▇ ▇f FDISG has been unsatisfactory or adverse termination to the interests total number of shareholders of any Fund or Funds or that trading days in the terms month. The rights of the Agreement are no longer consistent with publicly available industry standards, then Advisor to fees earned through the Fund date of expiration or Funds termination shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate survive this Agreement on sixty (60) days written notice provideduntil satisfied. In the event that JWH ceases to be the Trust's sole trading advisor, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG Managing Owner agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice the Trust to be sent to FDISG to delete "JWH" from the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations name of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its dutiesTrust.

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the per▇▇▇▇▇▇▇▇ ▇f ▇▇▇▇ Management, that the performance of FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31June 16, 2002 2008 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG PFPC will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG PFPC may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG PFPC under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISGPFPC's personnel in the establishment of books, records and other data by such successor or successors. FDISG PFPC shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG PFPC for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement judgment after consultation with Eaton Vance Management, that the perperformance of PFPC has been unsat▇▇▇▇▇▇▇▇▇ ▇f FDISG has been unsatisfactory or r adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG PFPC of such determination and FDISG PFPC shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG PFPC agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG PFPC to the effect that it has established a new Fund and that it appoints FDISG PFPC as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG PFPC in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISGPFPC, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. 2.1 This agreement shall become effective as of the last date entered in the Signatures Section of the Declaration. The Agreement shall continue in full force and effect until the earliest data that one of the following events occurs: (a) Either party may The Parties agree in writing to terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party;Agreement. (b) Either party may terminate this Agreement if Unless otherwise agreed in writing by the other party has materially breached Parties, at 12:01 A.M. on the Agreement by giving day following the defaulting party 30 days written notice and date the defaulting party has failed electric service account through which Producer’s Facility is interconnected to cure the breach within 60 days thereafter; andBVE’s Distribution System is closed or terminated. (c) Any At 12:01 A.M. on the 61st day after Producer or BVE provides written notice Notice pursuant to Section 11 to the other Party of termination shall specify their intent to terminate this Agreement. (Continued) (N) (Continued) Page 7 2.2 Producer may elect to terminate this Agreement pursuant to the date terms of terminationSection 2.1(c) for any reason. The Fund shall provide notice BVE may elect to terminate this Agreement pursuant to the terms of Section 2.1(c) for one or more of the successor transfer agent within 30 days of the termination date. Upon terminationfollowing reasons: (a) A change in applicable rules, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereoftariffs, and all other relevant booksregulations, records, correspondence, and other data established as approved or maintained directed by the booksCPUC, recordsor a change in any local, correspondencestate or federal law, and other data established statute or maintained by FDISG regulation, either of which materially alters or otherwise affects BVE’s ability or obligation to perform BVE’s duties under this Agreement; or, (b) Producer fails to take all corrective actions specified in BVE’s Notice that Producers Generating Facility is out of compliance with the terms of this Agreement in within the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses time frame set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above.Notice; or, (dc) If a majority of Producer fails to interconnect and operate the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the per▇▇▇▇▇▇▇▇ ▇f FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that Facility per the terms of the Agreement are no longer consistent with publicly available industry standardsprior to 120 days after the date set forth in the Declaration, then as the Fund or Funds Facility’s expected date of Initial Operation; or, (d) Producer abandons the Facility. BVE shall give written notice deem the Facility to FDISG of such determination and FDISG shall have 60 days (or such longer period be abandoned if BVE determines, in its sole opinion, the Facility is non-interested Trustees so determine) operational and Producer does not provide a substantive response to (1) correct such performance BVE’s Notice of its intent to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions as a result of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations Producer’s apparent abandonment of the new Fund Facility affirming Producer’s intent and ability to allow FDISG, in continue to operate the ordinary course of its business, to prepare to perform its dutiesFacility.

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31June 16, 2002 2004 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG PFPC will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG PFPC may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG PFPC under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISGPFPC's personnel in the establishment of books, records and other data by such successor or successors. FDISG PFPC shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG PFPC for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement judgment after consultation with Eaton Vance Management, that the pert▇▇ ▇▇▇▇▇▇▇▇ ▇f FDISG nce of PFPC has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG PFPC of such determination and FDISG PFPC shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG PFPC agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG PFPC to the effect that it has established a new Fund and that it appoints FDISG PFPC as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG PFPC in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISGPFPC, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31, 2002 the first year from the date first referenced above and by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG AST will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG AST may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG AST under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's AST’s personnel in the establishment of books, records and other data by such successor or successors. FDISG AST shall be entitled to its out-of-pocket expenses set forth in Schedule C B incurred in the delivery of such records net of the fees owed to FDISG AST for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement judgment after consultation with Eaton Vance Management, that the perE▇▇▇▇ ▇▇▇▇▇ ▇f FDISG Management, that the performance of AST has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG AST of such determination and FDISG AST shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG if requested by a new E▇▇▇▇ ▇▇▇▇▇ fund, AST agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG AST to the effect that it has established a new Fund and that it appoints FDISG AST as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG AST in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISGAST, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the per▇▇▇▇▇▇▇▇ ▇f ▇▇ performance of FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. (a) Either party may terminate The terms of this Agreement without cause will commence on July 1, 2025 and expire on June 30, 2026 Without prejudice to any other rights, Lessee or after July 31, 2002 by giving 180 days written notice to the other party; (b) Either party Lessor may terminate this Agreement if either party fails to comply with its terms and conditions. If Lessor terminates this Agreement, (i) Lessee must immediately stop using the other party has materially breached the Agreement by giving the defaulting party 30 days written notice Software, and the defaulting party has failed (ii) Lessor will have no further obligation to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days any Services being provided to Lessee or any End Users as of the termination date. Upon terminationThe parties' respective rights and obligations under Paragraphs A, FDISG C, D, E, F, G, J, O, V, Z, AA, BB and CC herein, will deliver survive the termination of this Agreement. In connection with termination of this Agreement, Lessee may require Lessor to such successor a certified list of shareholders of provide additional services in order to transfer the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained functions previously provided by the books, records, correspondence, and other data established or maintained by FDISG Lessor under this Agreement in the form reasonably acceptable Agreement, whether such transfer be wholly "in-house" to the FundLessee or to any successor vendor, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the per▇▇▇▇▇▇▇▇ agrees to provide such additional services. Such additional services shall include, but not be limited to: 1) Lessor’s cooperation with Lessee or any successor vendor in making such transfer and in providing Lessee its data in an agreed upon format; and/or, 2) Lessor provides services that are over and above the services and/or time set forth in the schedules to this Agreement. ▇f FDISG ▇▇▇▇▇ agrees to compensate Lessor for the additional services provided by Lessor at Lessor’s then current rates , including but not limited to Lessor’s time incurred in providing such additional services. Upon request, ▇▇▇▇▇▇ agrees to provide Lessee its data as follows at current professional service rates: • Environmental Health data will be provided in a CSV file. This Agreement may be terminated in whole or in part by either party at its convenience, but only after the other party is given: • Not less than ninety (90) days prior written notice of intent to terminate; and • An opportunity for consultation prior to termination. If termination is effected, Lessor shall be paid that portion of the compensation which has been unsatisfactory earned as of the effective date of termination, but no amount shall be allowed on unperformed services. Upon receipt or adverse delivery by Lessor of a termination notice, Lessor shall: • Discontinue all services affected on the date the termination takes effect (unless the notice directs otherwise); and • Upon payment of amounts due by Lessee, deliver or otherwise make available to Lessee all completed deliverables. Upon termination, Lessee may take over the deliverables and pursue the same to completion with another party. In the event Lessor shall cease conducting business, Lessee shall have the right to offer employment, on a permanent, temporary or contract basis, to any employee of Lessor previously assigned to the interests performance of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth hereinAgreement. The Trustees shall cause a written notice rights and remedies of Lessee and the Lessor provided in this section are in addition to be sent to FDISG to the effect that it has established a new Fund any other rights and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received remedies provided by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its dutieslaw or under this Agreement.

Terms and Termination. (a) Either party may terminate The term of this Agreement without cause shall be for 4.5 years beginning on or after July March 1, 2022 and ending on August 31, 2002 2026. The first six months of the contract will be implementation, and the final four years will be use of the software by giving 180 days written notice Delaware County Environmental Health Department. Without prejudice to the any other party; (b) Either party rights, Lessee or Lessor may terminate this Agreement if either party fails to comply with its terms and conditions. If Lessor terminates this Agreement, (i) Lessee must immediately stop using the other party has materially breached the Agreement by giving the defaulting party 30 days written notice Software, and the defaulting party has failed (ii) Lessor will have no further obligation to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days any Services being provided to Lessee or any End Users as of the termination date. The parties' respective rights and obligations under Ownership, Limited Warranty and Warranty Disclaimer, Exclusion of Damages and Limitation of Liability, will survive the termination of this Agreement. If upon termination of this Agreement, Lessee shall require Lessor to provide additional services in order to transfer the functions previously provided by Lessor under this Agreement, whether such transfer be wholly "in-house" to Lessee or to any successor vendor, Lessor agrees to provide such additional services. Such additional services shall include, but not be limited to, Lessor’s time incurred and services provided: 1) in cooperating with Lessee or any successor vendor in making such transfer and in providing Lessee its data in an agreed upon format; and/or, 2) that are over and above the services and/or time set forth in the schedules to this Agreement. Lessee agrees to compensate Lessor for the additional services provided by Lessor at Lessor’s then current rates for programming and computer time. Lessor agrees to provide Lessee its data as follows at current rates for programming and computer time: • Environmental Health data will be provided in a CSV file. This Agreement may be terminated in whole or in part by either party at its convenience, but only after the other party is given: • Not less than ninety (90) days prior written notice of intent to terminate; and • An opportunity for consultation prior to termination. If termination is effected, Lessor shall be paid that portion of the compensation which has been earned as of the effective date of termination, but no amount shall be allowed for anticipated profit on unperformed services. Upon receipt or delivery by Lessor of a termination notice, Lessor shall: • Discontinue all services affected on the date the termination takes effect (unless the notice directs otherwise); and • Upon payment of amounts due by Lessee, deliver or otherwise make available to Lessee all completed deliverables. Upon termination, FDISG will deliver Lessee may take over the deliverables and pursue the same to such successor completion with another party. In the event Lessor shall cease conducting business, Lessee shall have the right to offer employment, on a certified list permanent, temporary or contract basis, to any employee of shareholders Lessor previously assigned to the performance of the Fund (with names, addresses this Agreement. The rights and taxpayer identification remedies of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder Lessee and the status thereof, Lessor provided in this section are in addition to any other rights and all other relevant books, records, correspondence, and other data established remedies provided by law or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately aboveAgreement. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the per▇▇▇▇▇▇▇▇ ▇f FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.