Common use of Duration and Termination of Agreement Clause in Contracts

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundFunds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if a majority of the outstanding voting securities of the that Fund votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Fund affected by the Agreement or (b) all the Funds of the Trust. Following the effectiveness of the AgreementAgreement with respect to any Fund, if the Agreement terminates with respect to such Fund because the shareholders of the such Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the such Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the such Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the such Fund or the amount it would have received under the Agreement in respect of the such Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the any Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the such Fund and, in such event, the Agreement shall continue with respect to the such Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of: (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the 0000 XxxInvestment Company Act) of the FundPortfolios. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the Fund series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Portfolio affected by the Agreement terminates because or (b) all the Portfolios of the Trust. If the shareholders of the Fund a series of shares of any Portfolio fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund such Portfolio during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund such Portfolio or the amount it would have received under the Agreement in respect of the Fundsuch Portfolio, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of the series of shares of such Portfolio, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” assignment (as defined in the 1940 Investment Company Act).

Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Trust's Board of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will Trustees if such approval is required, and shall continue in effect force for a period more than two years from one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Trust's Board of Trustees. This Agreement is terminable as to any Fund by any party upon 60 days written notice thereof to the other parities or upon default hereof provided that such default shall not terminate this Agreement to the extent that the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. After the date of its execution only termination as to a Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in Company or Correspondent customer accounts after the date of such termination. However, notwithstanding any such termination, the Trust and TOGSC will remain obligated to pay Company the Asset Based Fee as to each share of such Fund that was considered in the calculation of such fee as of the date of such termination, for so long as such continuance share is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined held in the 0000 Xxx) of Company or Correspondent account. This Agreement, or any provision hereof, shall survive termination to the extent necessary for each party to perform its obligations with respect to shares for which the Asset Based Fee continues to be due subsequent to such termination. Notwithstanding anything to the contrary contained in this Section VI, this Agreement cast will terminate automatically with respect to TOGSC in person at a meeting called the event that TOGSC ceases to serve as principal underwriter or distributor for the purpose Funds pursuant to a termination of voting on such approval. The required shareholder approval of its Distribution Agreement with the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the AgreementFund; or, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending Trust in the required approval event that the Fund's plan of distribution, adopted pursuant to Rule l2b-1 under the 1940 Act, or any other plan for the financing of shareholder servicing activities (the "Plan") which finances such payment obligation is terminated for whatever reason by the Trust's Board of Directors. In that connection the Trust's and TOGSC's payment obligations with respect to fees will cease as of the effective date of (I) the termination of TOGSC's Distribution Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or (ii) the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement plan, as the case may be. This paragraph does not relieve the Trust or TOGSC of the obligation for payment of past fees due under this Agreement. In the event such payment obligation shall cease in accordance with clause (i) above, Company may seek to receive such payments from any successor distributor that is appointed by the Funds. In the event such payment obligation shall cease in accordance with clause (ii) above, the Trust and Company agree to negotiate in good faith with respect to whether and to what extent the Fund and, Trust will continue to make such payments either from a related party's resources or in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, reliance upon financing that is provided by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act)successor plan.

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of the holders of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the FundFunds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of the holders of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if the holders of a majority of the outstanding voting securities of the that Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of notwithstanding that the Agreement or its continuance or may not have been approved by a majority of a new contract with the Adviser or a different adviser or holders of the outstanding voting securities of (a) any other definitive action; provided, that the compensation received Fund affected by the Adviser in respect Agreement or (b) all the Funds of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectTrust. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of the holders of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. (a) This Agreement shall become be effective on the later as of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the Trustees (the “Effective Date”), and shall continue in effect for two (2) years from the Effective Date, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a “majority of the outstanding voting securitiesmajority” (as defined in the 0000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the ’s outstanding voting securities of the Fund securities, provided that in either event such the continuance shall is also be approved by the vote of a majority of the Trustees of the Fund who are not neither (A) parties to this Agreement nor (B) “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. The required shareholder approval Notwithstanding the foregoing, where the effect of the Agreement or a requirement of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness reflected in any provision of this Agreement is revised or relaxed by a rule, regulation, interpretation or order of the AgreementSEC, whether of special or general application, such provision shall be deemed to incorporate the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval effect of the Agreement such rule, regulation, interpretation or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. order. (b) This Agreement may be terminated at any time, without the payment of any prejudice or penalty, on sixty (60) days’ prior written notice by: (i) the Trust pursuant to (A) action by the Trustees of the FundTrustees, by or (B) the vote of a the majority of the outstanding voting securities of the Fund, on or (ii) either the Sub-Adviser or the Adviser upon sixty (60) days’ prior written notice to the Adviser, or by other. This Agreement shall automatically terminate upon any termination of the Adviser on sixty days’ written notice Investment Advisory Agreement with respect to the Fund. This Agreement will automatically terminate, without payment of any penalty, or in the event of its “assignment” (as defined in the 1940 Act)0000 Xxx) of this Agreement. (c) In the event of termination of this Agreement, the Sub-Adviser shall cooperate with any transition manager or successor investment adviser and with the Adviser in transitioning the management of the Fund to one or more new sub-advisers or the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager or the Adviser may request, with a list of holdings for the Fund and such other information as may be required by any transition management agreement, into which the Adviser and the transition manager may, at the time, enter. The Sub-Adviser shall deliver to Adviser all periodic and annual compliance reports, certifications, and other information applicable to the period of time the Sub-Adviser provided services under this Agreement.

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders members of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund , provided that in either event such continuance the Agreement shall also be previously approved by the vote of a majority of the Trustees Managers of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Managers of the Agreement Fund or by the vote of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes 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 of any party to approve this Agreement cast in person at a meeting called for the Agreement or its continuancepurpose of voting on such approval. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders members of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders members of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees Managers of the Fund, Fund or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of the holders of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundFunds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of the holders of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if the holders of a majority of the outstanding voting securities of the that Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of notwithstanding that the Agreement or its continuance or may not have been approved by a majority of a new contract with the Adviser or a different adviser or holders of the outstanding voting securities of (a) any other definitive action; provided, that the compensation received Fund affected by the Adviser in respect Agreement or (b) all the Funds of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectTrust. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of the holders of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective with respect to the Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the FundTrust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fundbusiness on July 14, 2006. The Agreement will continue in effect with respect to the Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness If any required shareholder approval of this Agreement or any continuance of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, as to the Fund by the Trustees of the Fund, Trust or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ ' written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ ' written notice to the FundTrust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the Trust terminates for any reason.

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx1940 Act) of the FundFund (the “Effective Date”). The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of investors in the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees Board of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees members of the Fund Board who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of investors in the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of investors in the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, Board or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective with respect to each Fund of Funds on the later of of: (i) its execution and execution, and (ii) the date of the meeting of the shareholders Board of Trustees of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Funddescribed below. The Agreement will continue in effect for a period more than two years from the date of its execution with respect to each Fund of Funds only so long as such continuance is specifically approved at least annually either (i) by the Trustees of the Fund Trust or (ii) by the vote of a majority of the outstanding voting securities of the Fund of Funds, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement Agreement, or of any continuance of the Agreement Agreement, shall be effective with respect to any Fund of Funds if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Fund of Funds votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Fund of Funds affected by the Agreement terminates because or (b) all the shareholders Fund of Funds. If any required shareholder approval of this Agreement or any continuance of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the AgreementAgreement is not obtained, the Adviser Deutsche will continue to act as investment adviser provide the services described herein with respect to the affected Fund of Funds pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Deutsche or a different adviser or other definitive action; provided, that the compensation received by the Adviser Deutsche in respect of the such Fund of Funds during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, or with respect to any Fund of Funds by the vote of a majority of the outstanding voting securities of such portfolio, on sixty days’ ' written notice to the Adviser, Subadviser and Deutsche, or by the Adviser Adviser, Subadviser or Deutsche on sixty days’ ' written notice to the FundTrust and the other parties. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act), in the event the Subadvisory Agreement between the Subadviser and the Adviser terminates for any reason with respect to the Fund of Funds or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason with respect to the Fund of Funds.

Duration and Termination of Agreement. This Agreement shall become effective with respect to each Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the Fundapplicable Trust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fundbusiness on December 31, 2005. The Agreement will continue in effect with respect to a Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund applicable Trust or by the vote of a majority of the outstanding voting securities of the Fund applicable Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund applicable Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Fund votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of any other Fund affected by the Agreement, if . If any required shareholder approval of this Agreement or any continuance of the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the such Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the such Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any timeanytime, without the payment of any penalty, as to a Fund by the Trustees of the Fund, applicable Trust or by the vote of a majority of the outstanding voting securities of the applicable Fund, on sixty days’ ' written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ ' written notice to the Fundapplicable Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the applicable Trust terminates for any reason.

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date hereof, provided that on or before that date it has been approved by a majority of the meeting holders of the shareholders outstanding voting securities of the Fund, at which and shall remain in force, unless sooner terminated as provided herein, until the first regular or special meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in Fund stockholders following the 0000 Xxx) date shares of capital stock of the Fund are first offered to the public. This Agreement shall be presented to each Series of the Fund. The Agreement will 's stockholders at such meeting for their approval and shall continue in effect for a period more than two years from the date of its execution only so long as successive 12-month periods, unless terminated, provided that each such continuance is specifically approved at such meeting and at least annually either thereafter by (a) the Trustees vote of a majority of the Fund or entire board of directors of the Fund, or, with respect to each Series, by the vote of a majority of the outstanding voting securities of such Series (as defined in the Fund provided that in either event such continuance shall also be approved by 1940 Act, and (b) the vote of a majority of the Trustees of the Fund those directors who are not “parties to this Agreement or interested persons” persons (as such term is defined in the 0000 Xxx) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval In the event that this Agreement is approved by such vote of the outstanding voting securities of one or more Series but not of one or more others, this Agreement shall continue in effect with respect to the former Series and, with respect to the latter may continue in effect until such approval by the latter Series of this Agreement or of any continuance a new agreement with the Management Company or with another party is obtained, provided that compensation paid with respect to such Series pending such approval is no greater than the lesser of the Management Company's actual costs incurred hereunder or the amount due pursuant to Section 5 hereof. This Agreement shall may be effective if terminated at any time without payment of any penalty, by the Fund upon the vote of a majority of the Fund's board of directors or, with respect to any Series, by a majority of the outstanding voting securities of the Fund votes to approve the Agreement such Series, or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the FundManagement Company, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, .in each case on sixty (60) days’ ' written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fundother party. This Agreement will shall automatically terminate, without payment of any penalty, terminate in the event of its “assignment” assignment (as such term is defined in the 1940 Act).

Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Trust's Board of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will Trustees if such approval is required, and shall continue in effect force for a period more than two years from one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Trust's Board of Trustees. This Agreement is terminable as to any Fund by any party upon 60 days written notice thereof to the other parities or upon default hereof provided that such default shall not terminate this Agreement to the extent that the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. After the date of its execution only termination as to a Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in Company or Correspondent customer accounts after the date of such termination. However, notwithstanding any such termination, the Trust and TOGSC will remain obligated to pay Company the Asset Based Fee as to each share of such Fund that was considered in the calculation of such fee as of the date of such termination, for so long as such continuance share is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined held in the 0000 Xxx) of Company or Correspondent account. This Agreement, or any provision hereof, shall survive termination to the extent necessary for each party to perform its obligations with respect to shares for which the Asset Based Fee continues to be due subsequent to such termination. Notwithstanding anything to the contrary contained in this Section VI, this Agreement cast will terminate automatically with respect to TOGSC in person at a meeting called the event that TOGSC ceases to serve as principal underwriter or distributor for the purpose Funds pursuant to a termination of voting on such approval. The required shareholder approval of its Distribution Agreement with the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the AgreementFund; or, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending Trust in the required approval event that the Fund's plan of distribution, adopted pursuant to Rule l2b-1 under the 1940 Act, or any other plan for the financing of shareholder servicing activities (the "Plan") which finances such payment obligation is terminated for whatever reason by the Trust's Board of Directors. In that connection the Trust's and TOGSC's payment obligations with respect to fees will cease as of the effective date of (I) the termination of TOGSC's Distribution Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or (ii) the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to plan, as the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).case may

Duration and Termination of Agreement. This Agreement shall will become effective on the later latest of (i) its execution and (ii) execution, the effective date of the meeting Fund's registration statement under the Securities Act of 1933 or the shareholders of the Fund, at date on which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the 0000 XxxInvestment Company Act) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution and from year to year thereafter, but only so long as such continuance is specifically approved at least annually either by the Trustees Directors of the Fund or by the vote of a majority of the outstanding voting securities of the Fund Fund, provided that in either event such continuance shall will also be approved by the vote of a majority of the Trustees Directors of the Fund who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund such during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund such Portfolio or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees Directors of the Fund, Fund or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ ' written notice to the Adviser, or by the Adviser on sixty days’ ' written notice to the Fund. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act).

Duration and Termination of Agreement. This Agreement shall become effective With respect to each Series identified as a Portfolio on the later of (i) its execution and (ii) Schedule A hereto on the date of the meeting of the shareholders of the Fundthis Agreement, at which meeting unless earlier terminated with respect to any Portfolio, this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will shall continue in full force and effect through November 30, 2017. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio for a period more than two years from the date periods of its execution only so long as one year, provided that such continuance is specifically approved at least annually either by (i) the Trustees vote of a majority of the Fund Board of Directors of the Company, or by (ii) the vote of a majority of the outstanding voting securities shares of the Fund Portfolio (as defined in the 1940 Act), and provided that in either event such continuance shall is also be approved by the vote of a majority of the Trustees Board of Directors of the Fund Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval With respect to any Portfolio that is added to Schedule A hereto as a Portfolio after the date of this Agreement, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Portfolio as a Portfolio under the Agreement or (ii) the date upon which the shares of the Portfolio are first sold to the public, subject to the condition that the Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 0000 Xxx) of the Adviser, and the shareholders of such Portfolio, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any continuance of such Portfolio, the Agreement shall be effective if continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Portfolio. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Directors of the Company, or (ii) vote of a majority of the outstanding voting securities shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under such Portfolio (as defined in the 1940 Act for the continued effectiveness of the AgreementAct), the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its and provided that such continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, also approved by the vote of a majority of the outstanding voting securities Board of Directors of the Fund, on sixty days’ written notice Company who are not parties to the Adviser, this Agreement or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignmentinterested persons” (as defined in the 1940 Act)0000 Xxx) of the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval.

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx1940 Act) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of to the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of to the FundTrust, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrustees, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of: (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the 0000 XxxInvestment Company Act) of the FundPortfolios. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the Fund series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Portfolio affected by the Agreement terminates because or (b) all the Portfolios of the Trust. If the shareholders of the Fund a series of shares of any Portfolio fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund such Portfolio during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund such Portfolio or the amount it would have received under the Agreement in respect of the Fundsuch Portfolio, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of the series of shares of such Portfolio, on sixty days’ ' written notice to the Adviser, or by the Adviser on sixty days’ ' written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” assignment (as defined in the 1940 Investment Company Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders unitholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees Board of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees members of the Fund Board who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders unitholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders unitholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, Board or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of to the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of to the FundTrust, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrustees, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of to the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of to the FundTrust, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrustees, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Trust's Board of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will Trustees if such approval is required, and shall continue in effect force for a period more than two years from one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Trust's Board of Trustees. This Agreement is terminable as to any Fund by any party upon 60 days written notice thereof to the other parities or upon default hereof provided that such default shall not terminate this Agreement to the extent that the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. After the date of its execution only termination as to a Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in Company or Correspondent customer accounts after the date of such termination. However, notwithstanding any such termination, the Trust and OGDS will remain obligated to pay Company the Asset Based Fee as to each share of such Fund that was considered in the calculation of such fee as of the date of such termination, for so long as such continuance share is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined held in the 0000 Xxx) of Company or Correspondent account. This Agreement, or any provision hereof, shall survive termination to the extent necessary for each party to perform its obligations with respect to shares for which the Asset Based Fee continues to be due subsequent to such termination. Notwithstanding anything to the contrary contained in this Section VI, this Agreement cast will terminate automatically with respect to OGDS in person at a meeting called the event that OGDS ceases to serve as principal underwriter or distributor for the purpose Funds pursuant to a termination of voting on such approval. The required shareholder approval of its Distribution Agreement with the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the AgreementFund; or, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending Trust in the required approval event that the Fund's plan of distribution, adopted pursuant to Rule 12b-1 under the 1940 Act, or any other plan for the financing of shareholder servicing activities (the "Plan") which finances such payment obligation is terminated for whatever reason by the Trust's Board of Directors. In that connection the Trust's and OGDS's payment obligations with respect to fees will cease as of the effective date of (I) the termination of OGDS's Distribution Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or (ii) the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement plan, as the case may be. This paragraph does not relieve the Trust or OGDS of the obligation for payment of past fees due under this Agreement. In the event such payment obligation shall cease in accordance with clause (i) above, Company may seek to receive such payments from any successor distributor that is appointed by the Funds. In the event such payment obligation shall cease in accordance with clause (ii) above, the Trust and Company agree to negotiate in good faith with respect to whether and to what extent the Fund and, Trust will continue to make such payments either from a related party's resources or in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, reliance upon financing that is provided by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act)successor plan.

Duration and Termination of Agreement. This Agreement shall become effective on the later of of: (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the 0000 XxxInvestment Company Act) of the FundPortfolios. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the Fund series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Portfolio affected by the Agreement terminates because or (b) all the Portfolios of the Trust. If the shareholders of the Fund a series of shares of any Portfolio fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund such Portfolio during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund such Portfolio or the amount it would have received under the Agreement in respect of the Fundsuch Portfolio, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of the series of shares of such Portfolio, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ ' written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” assignment (as defined in the 1940 Investment Company Act).

Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Trust's Board of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will Trustees if such approval is required, and shall continue in effect force for a period more than two years from one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Trust's Board of Trustees. This Agreement is terminable as to any Fund by any party upon 60 days written notice thereof to the other parities or upon default hereof provided that such default shall not terminate this Agreement to the extent that the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. After the date of its execution only termination as to a Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in Company or Correspondent customer accounts after the date of such termination. However, notwithstanding any such termination, the Trust and TOGSC will remain obligated to pay Company the Asset Based Fee as to each share of such Fund that was considered in the calculation of such fee as of the date of such termination, for so long as such continuance share is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined held in the 0000 Xxx) of Company or Correspondent account. This Agreement, or any provision hereof, shall survive termination to the extent necessary for each party to perform its obligations with respect to shares for which the Asset Based Fee continues to be due subsequent to such termination. Notwithstanding anything to the contrary contained in this Section VI, this Agreement cast will terminate automatically with respect to TOGSC in person at a meeting called the event that TOGSC ceases to serve as principal underwriter or distributor for the purpose Funds pursuant to a termination of voting on such approval. The required shareholder approval of its Distribution Agreement with the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the AgreementFund; or, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending Trust in the required approval event that the Fund's plan of distribution, adopted pursuant to Rule 12b-1 under the 1940 Act, or any other plan for the financing of shareholder servicing activities (the "Plan") which finances such payment obligation is terminated for whatever reason by the Trust's Board of Directors. In that connection the Trust's and TOGSC's payment obligations with respect to fees will cease as of the effective date of (1) the termination of TOGSC's Distribution Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or (ii) the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement plan, as the case may be. This paragraph does not relieve the Trust or TOGSC of the obligation for payment of past fees due under this Agreement. In die event such payment obligation shall cease in accordance with clause (i) above, Company may seek, to receive such payments from any successor distributor that is appointed by the Funds. In the event such payment obligation shall cease in accordance with clause (ii) above, the Trust and Company agree to negotiate in good faith with respect to whether and to what extent the Fund and, Trust will continue to make such payments either from a related party's resources or in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, reliance upon financing that is provided by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act)successor plan.

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, Fund or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of the FundAgreement, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Fund or its Board of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will Directors/Trustees is required, and shall continue in effect force for a period more than two years from the date of its execution one year, and shall thereafter continue automatically for successive annual periods only so long as such continuance is specifically approved at least annually either by a vote of the Board of Directors/Trustees of each Fund, and of the Directors/Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of each Funds' plan for distribution adopted pursuant to Rule 12b-1 (each, a "12b-1 Plan") under the Investment Company Act of 1940 or, an agreement related to the 12b-1 Plan. This Agreement is terminable as to any Fund by any party upon 90 days written notice thereof to the other parties or upon default hereof provided that such default shall not terminate this Agreement to the extent the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. This agreement is also terminable as to any Fund at any time by vote of a majority of such Fund's Board of Directors/Trustees who are not interested persons of such Fund and have no direct or indirect financial interest in the operation of the Fund Fund's 12b-1 Plan, or in any agreements related to the 12b-1 Plan, or by the vote of a majority of the outstanding voting securities of such Fund. After the Fund provided that in either event such continuance shall also date of termination as to any Fund, no fee will be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser due with respect to any shares of such Fund that are first placed or purchased in FBS or Correspondents customer accounts after the date of such termination. However, notwithstanding any such termination, Fund/Agent and SDC will remain obligated to pay NFS the fee as to each share of such Fund pending that was considered in the required approval calculation of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect fee as of the Fund during date of such period will be no more than its actual costs incurred termination, for so long as such share is held in furnishing investment advisory the FBS or Correspondents account and management Fidelity continues to provide the services under this Agreement. This Agreement, or any provision hereof, shall survive termination to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, extent necessary for the elimination of doubt, the failure of shareholders of the Fund each party to approve a proposed amendment to the Agreement is not a termination of the Agreement perform its obligations with respect to the Fund and, in shares for which a fee continues to be due subsequent to such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act)termination.

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the FundFund (the “Effective Date”). The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective with respect to the Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the FundTrust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fundbusiness on August 4, 2006. The Agreement will continue in effect with respect to the Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness If any required shareholder approval of this Agreement or any continuance of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, as to the Fund by the Trustees of the Fund, Trust or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ ' written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ ' written notice to the FundTrust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the Trust terminates for any reason.

Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Fund or its Board of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will Trustees if such approval is required, and shall continue in effect force for a period more than two years from one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Fund or its Board of Trustees. This Agreement is terminable as to any Fund by any party upon 90 days written notice thereof to the other parties or upon default hereof provided that such default shall not terminate this Agreement to the extent the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. After the date of its execution only termination as to any Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in FBSI customer accounts after the date of such termination. However, notwithstanding any such termination, The Trust and the One Group Services Company will remain obligated to pay NFSC the fee as to each share of such Fund that was considered in the calculation of the fee as of the date of such termination, for so long as such continuance share is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined held in the 0000 Xxx) of FBSI account. This Agreement, or any provision hereof, shall survive termination to the extent necessary for each party to perform its obligations with respect to shares for which a fee continues to be due subsequent to such termination. Notwithstanding anything to the contrary contained in this Section VI, this Agreement cast will terminate automatically with respect to The One Group Services Company in person at a meeting called the event that The One Group Services Company ceases to serve as principal underwriter or distributor for the purpose Funds pursuant to a termination of voting on such approval. The required shareholder approval of its Distribution Agreement with the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the AgreementFund; or, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending Trust in the required approval event that the Funds' plan of distribution, adopted pursuant to Rule 1 2b-1 under the 1940 Act, or any other plan for the financing of shareholder servicing activities (the "Plan") which finances such payment obligation is terminated for whatever reason by the Funds' Board of Directors. In that connection the Trust's and The One Group Services Company's payment obligations with respect to fees will cease as of the effective date of (i) the termination of The one Group Service Company's Distribution Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or 00 the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement plan, as the case may be. This paragraph does not relieve the Trust or The One Group Services Company of the obligation for payment of past fees due under this Agreement. In the event such payment obligation shall cease in accordance with clause 0) above, Fidelity may seek to receive such payments from any successor distributor that is appointed by the Funds. In the event such payment obligation shall cease in accordance with clause 00 above, the Trust and Fidelity agree to negotiate in good faith with respect to whether and to what extent the Fund and, Trust will continue to make such payments either from a related party's resources or in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, reliance upon financing that is provided by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act)successor plan.

Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Fund or its Board of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fund. The Agreement will Trustees if such approval is required, and shall continue in effect force for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Trustees of the Fund or its Board of Trustees. This Agreement is terminable as to any Fund by any party upon 90 days written notice thereof to the other parties or upon default hereof provided that such default shall not terminate this Agreement to the extent the defaulting party has been notified of such default by the vote non-defaulting party and the defaulting party cures such default within 10 business days of a majority notice of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 Xxx) of any party to default. In addition, this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities members of the Board of the Fund who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the Fund, on sixty days’ written notice 's Shareholder Services Plan or in any related documents to the AdviserShareholder Services Plan. After the date of termination as to any Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in Fidelity or Correspondent customer accounts after the date of such termination. However, notwithstanding any such termination, Fund/Agent, and any successor or assignee, will remain obligated to pay NFSC the fee as to each share of such Fund that was considered in the calculation of the fee as of the date of such termination, for so long as such share is held in the Fidelity or Correspondent account, but only so long as the Shareholder Services Agreement between the Fund and Fund/Agent, or by the Adviser on sixty days’ written notice any successor or assignee, remains in effect. This Agreement, or any provision hereof, shall survive termination to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of extent necessary for each party to perform its “assignment” (as defined in the 1940 Act)obligations with respect to shares for which a fee continues to be due subsequent to such termination.

Duration and Termination of Agreement. This Agreement shall become effective with respect to the Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the FundTrust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of the Fundbusiness on July 14, 2006. The Agreement will continue in effect with respect to the Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the 0000 XxxInvestment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness If any required shareholder approval of this Agreement or any continuance of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, as to the Fund by the Trustees of the Fund, Trust or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ written notice to the FundTrust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the Trust terminates for any reason.

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx1940 Act) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of the FundAgreement, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust , on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundFunds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if a majority of the outstanding voting securities of the that Fund votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Fund affected by the Agreement or (b) all the Funds of the Trust. Following the effectiveness of the AgreementAgreement with respect to any Fund, if the Agreement terminates with respect to such Fund because the shareholders of the such Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the such Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the such Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the such Fund or the amount it would have received under the Agreement in respect of the such Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the any Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the such Fund and, in such event, the Agreement shall continue with respect to the such Fund as previously in force and effect. jhfiiiadvagtrestated This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of the FundAgreement, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust , on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders members of the Fund, at which meeting this Agreement is approved by the vote of a “"majority of the outstanding voting securities” " (as defined in the 0000 Xxx) of the Fund, provided that in either event the Agreement shall also be previously approved by the vote of a majority of the Managers of the Fund who are not "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees Managers of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees Managers of the Fund who are not “interested persons” (as defined in the 0000 Xxx) persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders members of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders members of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees Managers of the Fund, Fund or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ ' written notice to the Adviser, or by the Adviser on sixty days’ ' written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “"assignment” " (as defined in the 1940 Act).

Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 1000 Xxx) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the 0000 1000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).