Common use of EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT Clause in Contracts

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter provided, this This Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, not become effective unless and thereafter shall continue in effect only so long as such continuance until it is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of Fund, including a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company members who are not "interested persons" to parties to this Agreement or "interested persons," as defined in the 1940 ActAgreement, of Adviser or of the Company by a vote cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, and by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. . Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a the Fund shall mean the lesser of (i) the vote of 67% or more of such securities if the voting securities holders of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting such securities are present in person or represented by proxy, proxy or (ii) the vote of more than 50% of such securities, whichever is the lesser. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect until the next annual meeting of the Fund's shareholders and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Directors of the Fund, including the specific approval of a majority of the directors who are not interested persons of Management, the Underwriter, or the Fund, cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a majority of the outstanding voting securities of the Fund. This Agreement may be terminated at any time without the payment of any penalty by the vote of the Board of Directors of the Fund or by the vote of the holders of a majority of the outstanding voting securities of the Fund, or by Management, upon 60 days' written notice to the other party. This Agreement shall automatically terminate in the event of its assignment as such Fundterm is defined by the Investment Company Act of 1940, as amended.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter providedApril 2, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. 1993. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a the Fund shall mean the lesser of (i) the vote of 67% or more of such securities if the voting securities holders of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting such securities are present in person or represented by proxy, proxy or (ii) the vote of more than 50% of such securities, whichever is less. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect only so long as such continuance is specifically approved at least annually (a) by the Board of Directors of the Fund, or with respect to a particular Portfolio by the vote of the holders of a majority of the outstanding voting securities of such FundPortfolio, and (b) by a majority of the directors who are not interested persons of Advisers or of the Fund cast in person at a meeting called for the purpose of voting on such approval; provided that if a majority of the outstanding voting securities of any of the Portfolios approves this Agreement, this Agreement shall continue in effect with respect to such approving Portfolio whether or not the shareholders of any other Portfolio of the Fund approve this Agreement. This Agreement may be terminated at any time without the payment of any penalty by the vote of the Board of Directors of the Fund or by Advisers upon sixty (60) days written notice to the other party. This Agreement may be terminated with respect to a particular Portfolio at any time without the payment of any penalty by the vote of the holders of a majority of the outstanding voting securities of such Portfolios, upon sixty (60) days written notice to Advisers. Any such termination may be made effective with respect to both the investment advisory and management services provided for in this Agreement or with respect to either of such kinds of services. This Agreement shall automatically terminate in the event of its assignment.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter providedFebruary 1, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. 1998. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities of the Portfolio or shares of a the Fund shall mean the lesser of (i) the vote of 67% or more of such securities if the voting securities holders of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting such securities are present in person or represented by proxy, proxy or (ii) the vote of more than 50% of such securities, whichever is less. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect only so long as such continuance is specifically approved at least annually (a) by the Board of Directors of the Fund, or with respect to the Portfolio by the vote of the holders of a majority of the outstanding voting securities of the Portfolio, and (b) by a majority of the directors who are not interested persons of Advisers or of the Fund cast in person at a meeting called for the purpose of voting on such Fundapproval; provided that, if a majority of the outstanding voting securities of the Portfolio approves this Agreement, this Agreement shall continue in effect with respect to such approving Portfolio whether or not the shareholders of any other Portfolios of the Fund approve this Agreement. This Agreement may be terminated at any time without the payment of any penalty by the vote of the Board of Directors of the Fund or by Advisers, upon sixty (60) days' written notice to the other party. This Agreement may be terminated with respect to the Portfolio at any time without the payment of any penalty by the vote of the holders of a majority of the outstanding voting securities of the Portfolio, upon sixty (60) days' written notice to Advisers. Any such termination may be made effective with respect to both the investment advisory and management services provided for in this Agreement or with respect to either of such kinds of services. This Agreement shall automatically terminate in the event of its assignment.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date first set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. above. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities Shares of Piper Funds or shares of a Fund Series of Piper Funds shall mean the lesser of (i) the vote of 67% or more of such Shares if the voting securities holders of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities such Shares are present in person or represented by proxy, proxy or (ii) the vote of more than 50% of such Shares, whichever is less. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect from year to year with respect to each Series, but only so long as such continuance is specifically approved at least annually (a) by the Board of Directors of Piper Funds or by the vote of a majority of the outstanding voting securities of the applicable Series, and (b) by the vote of a majority of the directors who are not Interested Persons of Piper Funds or of the Distributor and who have no direct or indirect financial interest in the operation of this Agreement, or in any agreements relating to this Agreement, cast in person at a meeting called for the purpose of voting on such Fundapproval. This Agreement may be terminated at any time without the payment of any penalty by the vote of a majority of the members of the Board of Directors of Piper Funds who are not Interested Persons of Piper Funds and who have no direct or indirect financial interest in the operation of this Agreement or in any agreements relating to this Agreement, or by the Distributor, upon not more than 60 days' written notice to the other party. This Agreement may be terminated with respect to a particular Series at any time without the payment of any penalty by the vote of the holders of a majority of the outstanding Shares of such Series, upon 60 days' written notice to the Distributor. This Agreement shall automatically terminate in the event of its assignment.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. (a) The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit EXHIBIT A hereto. b. (b) Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of more than two years from the date of its execution, and thereafter shall continue in effect execution but only so as long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," ", as defined in the 1940 Act, of Adviser Voyageur or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. (c) This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by AdviserVoyageur, upon 60 days' written notice to the other party. d. (d) This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. (e) No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 XxxAct) of Adviser Voyageur or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. (f) Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. (a) The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. (b) Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of more than two years from the date of its execution, and thereafter shall continue in effect execution but only so as long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," ", as defined in the 1940 Act, of Adviser VAM LLC or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. (c) This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by AdviserVAM LLC, upon 60 days' written notice to the other party. d. (d) This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. (e) No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 XxxAct) of Adviser VAM LLC or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. (f) Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect as to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting each Portfolio on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. January 31, 1992. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Portfolio or the Fund shall mean the lesser of (i) the vote of 67% or more of such securities if the voting securities holders of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting such securities are present in person or represented by proxy, proxy or (ii) the vote of more than 50% of such securities, whichever is less. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect only so long as such continuance is specifically approved at least annually (a) by the Board of Directors of the Fund, or with respect to a particular Portfolio by the vote of the holders of a majority of the outstanding voting securities of such FundPortfolio, and (b) by a majority of the directors who are not interested persons of Advisers or of the Fund cast in person at a meeting called for the purpose of voting on such approval; provided that if a majority of the outstanding voting securities of any of the Portfolios approves this Agreement, this Agreement shall continue in effect with respect to such approving Portfolio whether or not the shareholders of any other Portfolio of the Fund approve this Agreement. This Agreement may be terminated at any time without the payment of any penalty by the vote of the Board of Directors of the Fund or by Advisers upon sixty (60) days' written notice to the other party. This Agreement may be terminated with respect to a particular Portfolio at any time without the payment of any penalty by the vote of the holders of a majority of the outstanding voting securities of such Portfolios, upon sixty (60) days' written notice to Advisers. Any such termination may be made effective with respect to both the investment advisory and management services provided for in this Agreement or with respect to either of such kinds of services. This Agreement shall automatically terminate in the event of its assignment.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The This Agreement shall become effective date of this Agreement with respect to each Fund on the effective date of the post-effective amendment to the Company's Registration Statement on Form N1-A first registering shares of the Funds. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding shares of a Fund shall be mean the date set forth on Exhibit A hereto. b. lesser of (i) the vote of 67% or more of the voting shares of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting shares are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting shares of such Fund. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) by the Board of Directors of the Company or by the vote of the holders of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," ", as defined in the 1940 Act, of the Adviser, the Sub-Adviser or of the Company Company, cast in person at a meeting called for the purpose of voting on such approval. c. . This Agreement may be terminated with respect to any either Fund at any time, without the payment of any penalty, by the vote of the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of the respective Fund, or by the Adviser, upon sixty (60) days written notice to the other party. Any such termination may be made effective with respect to both the investment advisory and management services provided for in this Agreement or with respect to either of such kinds of services. This Agreement shall automatically terminate in the event of its assignment as defined in the Investment Company Act of 1940 and the rules thereunder, provided, however, that such automatic termination shall be prevented in a particular case by an order of exemption from the Securities and Exchange Commission or a no-action letter of the Staff of the Commission to the effect that such assignment does not require termination as a statutory or regulatory matter. This Agreement shall automatically terminate with respect to a Fund shall mean the lesser of (i) the vote of 67% or more upon completion of the voting securities of such Fund present at a regular or special meeting of shareholders duly calleddissolution, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities liquidation and winding up of such Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the b they vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of an initial two years year term from the date of its execution, execution as indicated above and thereafter shall continue in effect only so long as such for successive periods of 12 months thereafter, provided that each continuance is specifically approved at least annually by (ia) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities Fund's Board of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company Trustees who are not parties to this the Agreement or "interested persons," persons (as defined in the 1940 ActInvestment Company Act of 1940, of Adviser or of as amended and the Company rules, regulations and releases relating thereto), cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by approval and (b) either (i) the vote of a majority of the outstanding voting securities of such the Fund or (ii) the vote of a majority of the Fund's Board of Trustees. This Agreement may be terminated at any time without the payment of any penalty by the vote of the Board of Trustees of the Fund or by the vote of the holders of a majority of the outstanding shares of the Fund, or by Adviser, upon 60 days' sixty (60) days written notice to the other party. d. Adviser. The Adviser may terminate this Agreement without penalty on ninety (90) days written notice to the Fund. This agreement Agreement shall automatically terminate automatically in the event of its "assignment" (assignment as defined in the Investment Company Act of 1940 Act). e. No amendment to this and the rules thereunder. This Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority automatically terminate upon completion of the directors dissolution, liquidation and winding up of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. . Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a the Fund shall mean the lesser of (i) the vote of 67% or more of such shares if the voting securities holders of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities such shares are present in person or represented by proxy, proxy or (ii) the vote of more than 50% of the outstanding voting securities of such Fundshares, whichever is less.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting voting\ securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter providedJanuary 31, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. 1992. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Portfolio of the Fund shall mean the lesser of (i) the vote of 67% or more of such securities if the voting securities holders of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting such securities are present in person or represented by proxy, proxy or (ii) the vote of more than 50% of such securities, whichever is less. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect only so long as such continuance is specifically approved at least annually (a) by the Board of Directors of the Fund, or with respect to a particular Portfolio by the vote of the holders of a majority of the outstanding voting securities of such FundPortfolio, and (b) by a majority of the directors who are not interested persons of Advisers or of the Fund cast in person at a meeting called for the purpose of voting on such approval; provided that, if a majority of the outstanding voting securities of any of the Portfolios approves this Agreement, this Agreement shall continue in effect with respect to such approving Portfolio whether or not the shareholders of any other Portfolio of the Fund approve this Agreement. This Agreement may be terminated at any time without the payment of any penalty by the vote of the Board of Directors of the Fund or by Advisers, upon sixty (60) days' written notice to the other party. This Agreement may be terminated with respect to a particular Portfolio at any time without the payment of any penalty by the vote of the holders of a majority of the outstanding voting securities of such Portfolio, upon sixty (60) days' written notice to Advisers. Any such termination may be made effective with respect to both the investment advisory and management services provided for in this Agreement or with respect to either of such kinds of services. This Agreement shall automatically terminate in the event of its assignment.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The This Agreement shall become effective with respect to the Fund on the effective date of the post-effective amendment to the Company's Registration Statement on Form N1-A first registering shares of the Fund. Wherever referred to in this Agreement with respect to each Agreement, the vote or approval of the holders of a majority of the outstanding shares of the Fund shall be mean the date set forth on Exhibit A hereto. b. lesser of (I) the vote of 67% or more of the voting shares of the Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting shares are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting shares of the Fund. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually (I) by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," ", as defined in the 1940 Act, of the Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. . This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the vote of the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or by the Adviser, upon sixty (ii60) days written notice to the vote other party. This Agreement shall automatically terminate in the event of more than 50% its assignment as defined in the Investment Company Act of 1940 and the rules thereunder, provided, however, that such automatic termination shall be prevented in a particular case by an order of exemption from the Securities and Exchange Commission or a no-action letter of the outstanding voting securities Staff of the Commission to the effect that such assignment does not require termination as a statutory or regulatory matter. This Agreement shall automatically terminate upon completion of the dissolution, liquidation and winding up of the Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter providedMarch 1, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. 1998. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities of the Portfolio or shares of a the Fund shall mean the lesser of (i) the vote of 67% or more of such securities if the voting securities holders of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting such securities are present in person or represented by proxy, proxy or (ii) the vote of more than 50% of such securities, whichever is less. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect only so long as such continuance is specifically approved at least annually (a) by the Board of Directors of the Fund, or with respect to the Portfolio by the vote of the holders of a majority of the outstanding voting securities of the Portfolio, and (b) by a majority of the directors who are not interested persons of Advisers or of the Fund cast in person at a meeting called for the purpose of voting on such Fund.approval; provided that, if a majority of the outstanding voting securities of the Portfolio approves this Agreement, this Agreement shall continue in effect with respect to such approving Portfolio whether or not the shareholders of any other Portfolios of the Fund approve this Agreement. This Agreement may be terminated at any time without the payment of any penalty by the vote of the Board of Directors of the Fund or by Advisers, upon sixty (60) days' written notice to the other party. This Agreement may be terminated with respect to the Portfolio at any time without the payment of any penalty by the vote of the holders of a majority of the outstanding voting securities of the Portfolio, upon sixty (60) days' written notice to Advisers. Any such termination may be made effective with respect to both the investment advisory and management services provided for in this Agreement or with respect to either of such kinds of

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter providedMarch 3, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. 2000. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a the Fund shall mean the lesser of (i) the vote of 67% or more of such securities if the voting securities holders of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting such securities are present in person or represented by proxy, proxy or (ii) the vote of more than 50% of such securities, whichever is less. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect only so long as such continuance is specifically approved at least annually (a) by the Board of Directors of the Fund, or, with respect to a particular Series, by the vote of the holders of a majority of the outstanding voting securities of such Series, and (b) by a majority of the directors who are not interested persons of Advisers or of the Fund cast in person at a meeting called for the purpose of voting on such approval; provided that, if a majority of the outstanding voting securities of any of the Series approves this Agreement, this Agreement shall remain in effect with respect to such approving Series whether or not the shareholders of any other Series of the Fund approve this Agreement. This Agreement may be terminated at any time without the payment of any penalty by the vote of the Board of Directors of the Fund, or by Advisers, upon sixty (60) days written notice to the other party. This Agreement may terminated with respect to a particular Series at any time without the payment of any penalty by the vote of the holders of a majority of the outstanding voting securities of such Series, upon sixty (60) days' written notice to Advisers. Any termination may be made effective with respect to both the investment advisory and management services provided for in this Agreement or with respect to either of such kinds of services. This Agreement shall automatically terminate in the event of its assignment.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. (1) The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. (2) Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. (3) This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. (4) This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. (5) No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. (6) Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors Trustees of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors trustees of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors Trustees of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors trustees of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors Trustees of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors trustees of the Company who are not parties to this Agreement or "interested persons," ", as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors Trustees of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors trustees of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. (a) The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. (b) Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of more than two years from the date of its execution, and thereafter shall continue in effect execution but only so as long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," ", as defined in the 1940 Act, of Adviser Voyageur or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. (c) This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by AdviserVoyageur, upon 60 days' written notice to the other party. d. (d) This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. (e) No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 XxxAct) of Adviser Voyageur or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. (f) Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. (a) The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit EXHIBIT A hereto. b. (b) Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of no more than two years from the date of its execution, and thereafter shall continue in effect execution but only so as long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company Fund or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company Fund who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser the Fund, MIMLIC Asset, Voyageur or of any other investment adviser of the Company cast Fund case in person at a meeting called for the purpose of voting on such approval. c. (c) This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company fund, by MIMLIC Asset, or by the vote of a majority of the outstanding voting securities of such Fundthe Portfolio, or by AdviserVoyageur, upon 60 days' written notice to the other party. d. (d) This agreement Agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. (e) No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company Fund who are not parties to this Agreement or "interested persons" (as defined in the 0000 XxxAct) of Adviser MIMLIC Asset, Voyageur, or any other investment adviser of the Company Fund or cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Portfolio of the Fund. f. (f) Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund the Portfolio shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund the Portfolio present at a regular or special meeting of shareholders duly called, if more than 50% of the FundPortfolio's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fundthe Portfolio.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. The This Agreement shall become effective with respect to the Fund on the effective date of the post-effective amendment to the Company's Registration Statement on Form N1-A first registering shares of the Fund. Wherever referred to in this Agreement with respect to each Agreement, the vote or approval of the holders of a majority of the outstanding shares of the Fund shall be mean the date set forth on Exhibit A hereto. b. lesser of (i) the vote of 67% or more of the voting shares of the Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting shares are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting shares of the Fund. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," ", as defined in the 1940 Act, of the Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. . This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the vote of the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or by the Adviser, upon sixty (ii60) days written notice to the vote other party. Any such termination may be made effective with respect to both the investment advisory and management services provided for in this Agreement or with respect to either of more than 50% such kinds of services. This Agreement shall automatically terminate in the event of its assignment as defined in the Investment Company Act of 1940 and the rules thereunder, provided, however, that such automatic termination shall be prevented in a particular case by an order of exemption from the Securities and Exchange Commission or a no-action letter of the outstanding voting securities Staff of the Commission to the effect that such assignment does not require termination as a statutory or regulatory matter. This Agreement shall automatically terminate upon completion of the dissolution, liquidation and winding up of the Fund.

EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT. a. (1) The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. (2) Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. (3) This Agreement may be terminated with respect to any Fund -4- at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. (4) This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. (5) No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. (6) Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fund.