Common use of Duration, Termination and Amendment Clause in Contracts

Duration, Termination and Amendment. (a) This Agreement shall become effective as to any portfolio upon its approval for such portfolio by the Board of Managers of the Fund and the owners of the class of membership interests designated for that portfolio. This Agreement will continue in effect for a period more than two years from the date of its effectiveness as to any portfolio only so long as such continuance is specifically approved at least annually either by the Board of Managers of the Fund or by the vote of a majority of the outstanding voting securities of the portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Managers of the Fund who are not interested persons (as defined in the 1940 Xxx) xx any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required owner's approval of this Agreement or of any continuance of this Agreement shall be effective with respect to a portfolio if a majority of the outstanding voting securities of the class (as defined in Rule 18f-2(h) under the 1940 Xxx) xx membership interests of the portfolio votes to approve the Agreement or its continuance, notwithstanding that this Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of the entire Fund. (b) If the owners of membership interests of any portfolio fail to approve any continuance of this Agreement, the Adviser will continue to act as investment adviser with respect to that portfolio pending the required approval of this Agreement or its continuance, or of a new contract with the Adviser or a different investment adviser or other definitive action; provided, that the compensation received by the Adviser in respect of that portfolio during such period will be no more than the Adviser's actual costs incurred in furnishing investment advisory and management services to such portfolio or the amount it would have received under this Agreement, whichever is less. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Board of Managers of the Fund or, with respect to any portfolio, by the vote of a majority of the outstanding voting securities of that portfolio on 60 days' written notice to the Adviser, or by the Adviser, on 90 days' written notice to the Fund. This Agreement will automatically terminate in the event of its assignment (as defined in the 1940 Act). (d) This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the outstanding voting securities of each affected portfolio and by the vote of a majority of the Managers of the Fund who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.

Duration, Termination and Amendment. (a) a. This Agreement shall become effective on the date first written above. Unless sooner terminated as to any portfolio upon its approval for such portfolio by the Board of Managers of the Fund and the owners of the class of membership interests designated for that portfolio. This provided in this Section 12, this Agreement will shall continue in effect for a period more than two years from until one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its effectiveness as to any portfolio only so long as respective Funds), provided that such continuance is specifically approved with respect to that Fund Party at least annually either annually: (1) by the Board a vote of Managers a majority of those members of the Fund Party's Board of Directors/Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) by the Fund Party's Board of Directors/Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the outstanding voting securities entire Board of the portfolio, provided that in either event such continuance shall also be approved by the Directors/Trustees or a vote of a majority of the Managers of the Fund who are not interested persons (as defined in the 1940 Xxx) xx any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required owner's approval of this Agreement or of any continuance of this Agreement shall be effective with respect to a portfolio if a "majority of the outstanding voting securities securities" of the class Fund Party, on sixty (as defined in Rule 18f-2(h60) under days prior written notice to the 1940 Xxx) xx membership interests of the portfolio votes to approve the Agreement Administrator or its continuance, notwithstanding that this Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of the entire Fund. (b) If the owners of membership interests of any portfolio fail to approve any continuance of this Agreement, the Adviser will continue to act as investment adviser with respect to that portfolio pending the required approval of this Agreement or its continuance, or of a new contract with the Adviser or a different investment adviser or other definitive action; provided, that the compensation received by the Adviser in respect of that portfolio during such period will be no more than the Adviser's actual costs incurred in furnishing investment advisory and management services to such portfolio or the amount it would have received under this Agreement, whichever is less. (c) This Agreement may be terminated Administrator at any time, without the payment of any penalty, by on sixty (60) days prior written notice to the Board affected Fund Party or Fund Parties. As used in this Agreement, the terms "majority of Managers outstanding voting securities" and "interested persons" shall have the same meaning as such terms have in the 1940 Act. b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the Fund ordate of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any portfolio, Fund or Fund Party that is (1) the acquired fund under any agreement and plan of reorganization approved by the vote appropriate Board of Directors/Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a majority plan of liquidation approved by Board of Directors/Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the outstanding voting securities of that portfolio on 60 days' written notice to the Adviserreorganization or liquidation, or by the Adviser, on 90 days' written notice to the Fund. This Agreement will automatically terminate in the event of its assignment (as defined in the 1940 Act)applicable. (d) d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties only if such amendment is specifically approved by the vote of a majority of the outstanding voting securities of each affected portfolio and by the vote of a majority of the Managers of the Fund who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approvalhereto.

Duration, Termination and Amendment. (a) This Agreement shall become be effective as upon the date written above, provided that, with respect to any portfolio upon its approval for Fund or class of Shares of a Fund, this Agreement shall not take effect unless such portfolio action has first been approved by vote of a majority of the Board and by vote of Managers a majority of those Board members who are not interested persons of the Fund and, for a class of Shares for which a Distribution and Service Plan has been adopted, also have no direct or indirect financial interest in the owners operation of the class Distribution and Service Plan or in any agreements related thereto (all such Board members collectively being referred to herein as the "Independent Board Members"), cast in person at a meeting called for the purpose of membership interests designated for that portfolio. This voting on such action. (b) Unless sooner terminated as provided herein, this Agreement will shall continue in effect for a period more than two years from the date above written date. Thereafter, if not sooner terminated, this Agreement shall continue automatically for successive periods of its effectiveness as to any portfolio only so long as twelve months each, provided that such continuance is specifically approved at least annually either (i) by the Board of Managers of the Fund or by the a vote of a majority of the outstanding voting securities of the portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Managers of the Fund who are not interested persons (as defined in the 1940 Xxx) xx any party to this Agreement Independent Board Members cast in person at a meeting called for the purpose of voting on such approval. The required owner's approval of this Agreement , and (ii) by the Board or of any continuance of this Agreement shall be effective with respect to a portfolio if class of Shares of any given Fund by vote of a majority of the outstanding voting securities of the that class (as defined in Rule 18f-2(h) under the 1940 Xxx) xx membership interests of the portfolio votes to approve the Agreement or its continuance, notwithstanding that this Agreement or its continuance may not have been approved by a majority Shares of the outstanding voting securities of the entire such Fund. (b) If the owners of membership interests of any portfolio fail to approve any continuance of this Agreement, the Adviser will continue to act as investment adviser with respect to that portfolio pending the required approval of this Agreement or its continuance, or of a new contract with the Adviser or a different investment adviser or other definitive action; provided, that the compensation received by the Adviser in respect of that portfolio during such period will be no more than the Adviser's actual costs incurred in furnishing investment advisory and management services to such portfolio or the amount it would have received under this Agreement, whichever is less. (c) This Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, as to each Fund or class of Shares (i) by the Board vote of Managers a majority of the Fund or, with respect to any portfolio, Independent Trustees or (ii) by the vote of a majority of the outstanding voting securities of that portfolio such Fund of class of Shares, on 60 days' at least sixty (60) days prior written notice to the AdviserPrincipal Underwriter. In addition, or this Agreement may be terminated at any time by the AdviserPrincipal Underwriter, on 90 days' without the payment of any penalty, upon at least sixty (60) days prior written notice to the Trust or such Fund. This Agreement will shall automatically terminate in the event of its assignment (as defined in the 1940 Act)assignment. (d) This During such period as the Principal Underwriter receives compensation pursuant to the Distribution and Service Plans, and this Agreement may be amended by constitutes a Distribution and Service Plan related agreement, (i) any material amendment to this Agreement requires the parties only if such amendment is specifically approved by the vote approval of a majority of the outstanding voting securities of each affected portfolio and by the vote of a majority of the Managers of the Fund who are not interested persons of any party to this Agreement Independent Board Members cast in person at a meeting called for the purpose of voting on such approval, (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust's outstanding voting securities of each affected Fund and (iii) the selection and nomination of those Trustees who are not "interested persons" of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such "interested persons" of the Trust.

Duration, Termination and Amendment. (a) a. This Agreement shall become effective on the date first written above. Unless sooner terminated as to any portfolio upon its approval for such portfolio by the Board of Managers of the Fund and the owners of the class of membership interests designated for that portfolio. This provided in this Section 12, this Agreement will shall continue in effect for a period more than two years from until one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund Party (and its effectiveness as to any portfolio only so long as respective Funds), provided that such continuance is specifically approved with respect to that Fund Party at least annually either annually: (1) by the Board a vote of Managers a majority of those members of the Fund Party's Board of Trustees who are not parties to this Agreement or "interested persons" of such party; and (2) by the Fund Party's Board of Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the outstanding voting securities entire Board of the portfolio, provided that in either event such continuance shall also be approved by the Trustees or a vote of a majority of the Managers of the Fund who are not interested persons (as defined in the 1940 Xxx) xx any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required owner's approval of this Agreement or of any continuance of this Agreement shall be effective with respect to a portfolio if a "majority of the outstanding voting securities securities" of the class Fund Party, on sixty (as defined in Rule 18f-2(h60) under days prior written notice to the 1940 Xxx) xx membership interests of the portfolio votes to approve the Agreement Administrator or its continuance, notwithstanding that this Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of the entire Fund. (b) If the owners of membership interests of any portfolio fail to approve any continuance of this Agreement, the Adviser will continue to act as investment adviser with respect to that portfolio pending the required approval of this Agreement or its continuance, or of a new contract with the Adviser or a different investment adviser or other definitive action; provided, that the compensation received by the Adviser in respect of that portfolio during such period will be no more than the Adviser's actual costs incurred in furnishing investment advisory and management services to such portfolio or the amount it would have received under this Agreement, whichever is less. (c) This Agreement may be terminated Administrator at any time, without the payment of any penalty, by on sixty (60) days prior written notice to the Board affected Fund Party or Fund Parties. As used in this Agreement, the terms "majority of Managers outstanding voting securities" and "interested persons" shall have the same meaning as such terms have in the 1940 Act. b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the Fund ordate of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any portfolio, Fund or Fund Party that is (1) the acquired fund under any agreement and plan of reorganization approved by the vote appropriate Board of Trustees and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a majority plan of liquidation approved by Board of Trustees and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the outstanding voting securities of that portfolio on 60 days' written notice to the Adviserreorganization or liquidation, or by the Adviser, on 90 days' written notice to the Fund. This Agreement will automatically terminate in the event of its assignment (as defined in the 1940 Act)applicable. (d) d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be modified or amended from time to time by mutual written agreement of the parties only if such amendment is specifically approved by the vote of a majority of the outstanding voting securities of each affected portfolio and by the vote of a majority of the Managers of the Fund who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approvalhereto.

Duration, Termination and Amendment. (a) This Agreement shall become effective as to any portfolio upon its approval for such portfolio by the Board of Managers Directors of the Fund and the owners shareholders of the class of membership interests capital stock designated for that portfolio. This Agreement will continue in effect for a period more than two years from the date of its effectiveness as to any portfolio only so long as such continuance is specifically approved at least annually either by the Board of Managers Directors of the Fund or by the vote of a majority of the outstanding voting securities of the portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Managers directors of the Fund who are not interested persons (as defined in the 1940 0000 Xxx) xx of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Adviser agrees to comply with reasonable requests for information or materials by the Board for purposes of annually reviewing and approving the continuance of the Agreement under Section 15(c) of the 1940 Act. The required owner's shareholder approval of this Agreement or of any continuance of this Agreement shall be effective with respect to a portfolio if a majority of the outstanding voting securities of the class (as defined in Rule 18f-2(h) under the 1940 0000 Xxx) xx membership interests of capital stock of the portfolio votes to approve the Agreement or its continuance, notwithstanding that this Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of the entire Fund. (b) If the owners shareholders of membership interests capital stock of any portfolio fail to approve any continuance of this Agreement, the Adviser will continue to act as investment adviser with respect to that portfolio pending the required approval of this Agreement or its continuance, or of a new contract with the Adviser or a different investment adviser or other definitive action; provided, that the compensation received by the Adviser in respect of that portfolio during such period will be no more than the Adviser's ’s actual costs incurred in furnishing investment advisory and management services to such portfolio or the amount it would have received under this Agreement, whichever is less. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Board of Managers Directors of the Fund or, with respect to any portfolio, by the vote of a majority of the outstanding voting securities of that portfolio on 60 days' ’ written notice to the Adviser, or by the Adviser, on 90 days' ’ written notice to the Fund. This Agreement will automatically terminate in the event of its assignment (as defined in the 1940 Act). (d) This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the outstanding voting securities of each affected portfolio and by the vote of a majority of the Managers directors of the Fund who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.

Duration, Termination and Amendment. (a) This Agreement shall become effective as to any portfolio upon its approval for such portfolio by the Board of Managers Directors of the Fund and the owners shareholders of the class of membership interests capital stock designated for that portfolio. This Agreement will continue in effect for a period more than two years from the date of its effectiveness as to any portfolio only so long as such continuance is specifically approved at least annually either by the Board of Managers Directors of the Fund or by the vote of a majority of the outstanding voting securities of the portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Managers directors of the Fund who are not interested persons (as defined in the 1940 XxxAct) xx of any party to this Agreement cast in person (or otherwise, as consistent with applicable laws, regulations and related SEC guidance, order and relief) at a meeting called for the purpose of voting on such approval. The Adviser agrees to comply with reasonable requests for information or materials by the Board for purposes of annually reviewing and approving the continuance of the Agreement under Section 15(c) of the 1940 Act. The required owner's shareholder approval of this Agreement or of any continuance of this Agreement shall be effective with respect to a portfolio if a majority of the outstanding voting securities of the class (as defined in Rule 18f-2(h) under the 1940 XxxAct) xx membership interests of capital stock of the portfolio votes to approve the Agreement or its continuance, notwithstanding that this Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of the entire Fund. (b) If the owners shareholders of membership interests capital stock of any portfolio fail to approve any continuance of this Agreement, the Adviser will continue to act as investment adviser with respect to that portfolio pending the required approval of this Agreement or its continuance, or of a new contract with the Adviser or a different investment adviser or other definitive action; provided, that the compensation received by the Adviser in respect of that portfolio during such period will be no more than the Adviser's ’s actual costs incurred in furnishing investment advisory and management services to such portfolio or the amount it would have received under this Agreement, whichever is less. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Board of Managers Directors of the Fund with respect to the Fund or a portfolio or, with respect to any portfolio, by the vote of a majority of the outstanding voting securities of that portfolio on 60 days' ’ written notice to the Adviser, or by the Adviser, on 90 days' ’ written notice to the Fund. This Agreement will automatically terminate in the event of its assignment (as defined in the 1940 Act). (d) This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the outstanding voting securities of each affected portfolio portfolio, if required under interpretations of the 1940 Act by the SEC or its staff, and by the vote of a majority of the Managers directors of the Fund who are not interested persons of any party to this Agreement cast in person (or otherwise, as consistent with applicable laws, regulations and related SEC guidance, order and relief) at a meeting called for the purpose of voting on such approval.