Common use of Override Provisions Clause in Contracts

Override Provisions. Notwithstanding any other provision of this Agreement: (a) prior to this Agreement being approved by a vote of a majority of the Fund's outstanding voting securities in accordance with the 1940 Act: (i) in no event shall compensation paid to the Subadviser hereunder exceed the amount permitted by Rule 15a-4 under the 1940 Act; (ii) all compensation paid to the Subadviser hereunder shall be held in an interest-bearing escrow account with the Fund's custodian or a bank (the "Escrow Account"); and (iii) this Agreement may be terminated at any time without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund on 10 days' prior written notice to the Subadviser. Funds held in the Escrow Account, including interest earned, shall be paid to the Subadviser promptly after approval of this Agreement by the vote of a majority of the Fund's outstanding voting securities in accordance with the 1940 Act, provided that such approval is obtained no later than 150 days after the date of this Agreement. (b) If this Agreement is not approved by a vote of a majority of the Fund's outstanding voting securities within the time period stated above, (i) this Agreement shall immediately terminate; and (ii) the Subadviser shall receive from the Escrow Account the lesser of: (a) the sum of the amount of any costs incurred by the Subadviser in performing its duties under this Agreement prior to such termination plus any interest earned on that amount, and (b) the sum of the amount deposited in the Escrow Account plus any interest earned on that amount.

Override Provisions. Notwithstanding any other provision of this Agreement: (a) prior A. Prior to this Agreement being approved by a vote of a majority of the FundPortfolio's outstanding voting securities in accordance with the 1940 Act: (i) in no event shall compensation paid to the Subadviser hereunder exceed the amount permitted by Rule 15a-4 under the 1940 Act; (ii) all the portion of the compensation paid payable by the Fund to the Adviser under the terms of the Advisory Agreement with respect to such Portfolio that is equal in amount to the compensation payable to the Subadviser hereunder (the "Subadviser Escrow Amount") shall be held in an interest-bearing escrow account with the Fund's custodian or a bank (the "Escrow Account"); and (iii) this Agreement may be terminated at any time without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund Portfolio on 10 days' prior written notice to the Subadviser. Funds held in the The Subadviser Escrow AccountAmount, including interest earnedearned thereon, shall be paid to the Subadviser promptly after approval of this Agreement by the vote of a majority of the FundPortfolio's outstanding voting securities in accordance with the 1940 Act, provided that such approval is obtained no later than 150 days after the date of this Agreement. (b) B. If this Agreement is not approved by a vote of a majority of the FundPortfolio's outstanding voting securities within the time period stated above, (i) this Agreement shall immediately terminate; and (ii) the Subadviser shall receive from the Escrow Account the lesser of: (a) the sum of the amount of any costs incurred by the Subadviser in performing its duties under this Agreement prior to such termination plus any interest earned on that amount, and (b) the sum of the amount deposited in the Subadviser Escrow Account Amount plus any interest earned on that amount.

Override Provisions. Notwithstanding any other provision of this Agreement: (a) prior to this Agreement being approved by a vote of a majority of the FundPortfolio's outstanding voting securities in accordance with the 1940 Act: (i) in no event shall compensation paid to the Subadviser hereunder exceed the amount permitted by Rule 15a-4 under the 1940 Act; (ii) all compensation paid to the Subadviser hereunder shall be held in an interest-bearing escrow account with the Fund's custodian or a bank (the "Escrow Account"); and (iii) this Agreement may be terminated at any time without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund Portfolio on 10 days' prior written notice to the Subadviser. Funds held in the Escrow Account, including interest earned, shall be paid to the Subadviser promptly after approval of this Agreement by the vote of a majority of the FundPortfolio's outstanding voting securities in accordance with the 1940 Act, provided that such approval is obtained no later than 150 days after the date of this Agreement. (b) If this Agreement is not approved by a vote of a majority of the FundPortfolio's outstanding voting securities within the time period stated above, (i) this Agreement shall immediately terminate; and (ii) the Subadviser shall receive from the Escrow Account the lesser of: (a) the sum of the amount of any costs incurred by the Subadviser in performing its duties under this Agreement prior to such termination plus any interest earned on that amount, and (b) the sum of the amount deposited in the Escrow Account plus any interest earned on that amount.

Override Provisions. Notwithstanding any other provision of this Agreement: (a) prior A. Prior to this Agreement being approved by a vote of a majority of the Fund's Portfolio’s outstanding voting securities in accordance with the 1940 Act: (i) in no event shall compensation paid to the Subadviser hereunder exceed the amount permitted by Rule 15a-4 under the 1940 Act; (ii) all the portion of the compensation paid payable by the Fund to the Adviser under the terms of the Advisory Agreement with respect to such Portfolio that is equal in amount to the compensation payable to the Subadviser hereunder (the “Subadviser Escrow Amount”) shall be held in an interest-bearing escrow account with the Fund's ’s custodian or a bank (the "“Escrow Account"”); and (iii) this Agreement may be terminated at any time without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund Portfolio on 10 days' ’ prior written notice to the Subadviser. Funds held in the The Subadviser Escrow AccountAmount, including interest earnedearned thereon, shall be paid to the Subadviser promptly after approval of this Agreement by the vote of a majority of the Fund's Portfolio’s outstanding voting securities in accordance with the 1940 Act, provided that such approval is obtained no later than 150 days after the date of this Agreement. (b) B. If this Agreement is not approved by a vote of a majority of the Fund's Portfolio’s outstanding voting securities within the time period stated above, (i) this Agreement shall immediately terminate; and (ii) the Subadviser shall receive from the Escrow Account the lesser of: (a) the sum of the amount of any costs incurred by the Subadviser in performing its duties under this Agreement prior to such termination plus any interest earned on that amount, and (b) the sum of the amount deposited in the Subadviser Escrow Account Amount plus any interest earned on that amount.

Override Provisions. Notwithstanding any other provision of this Agreement: (a) prior to this Agreement being approved by a vote of a majority of the Fund's outstanding voting securities in accordance with the 1940 Act: (i) in no event shall compensation paid to the Subadviser hereunder exceed the amount permitted by Rule 15a-4 under the 1940 Act; (ii) all compensation paid to the Subadviser hereunder shall be held in an interest-bearing escrow account with the Fund's custodian or a bank (the "Escrow AccountESCROW ACCOUNT"); and (iii) this Agreement may be terminated at any time without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund on 10 days' prior written notice to the Subadviser. Funds held in the Escrow Account, including interest earned, shall be paid to the Subadviser promptly after approval of this Agreement by the vote of a majority of the Fund's outstanding voting securities in accordance with the 1940 Act, provided that such approval is obtained no later than 150 days after the date of this Agreement. (b) If this Agreement is not approved by a vote of a majority of the Fund's outstanding voting securities within the time period stated above, (i) this Agreement shall immediately terminate; and (ii) the Subadviser shall receive from the Escrow Account the lesser of: (a) the sum of the amount of any costs incurred by the Subadviser in performing its duties under this Agreement prior to such termination plus any interest earned on that amount, and (b) the sum of the amount deposited in the Escrow Account plus any interest earned on that amount.

Override Provisions. Notwithstanding any other provision of this Agreement: (a) prior A. Prior to this Agreement being approved by a vote of a majority of the Fundrespective Portfolio's outstanding voting securities in accordance with the 1940 Act: (i) in no event shall compensation paid to the Subadviser hereunder with respect to such Portfolio exceed the amount permitted by Rule 15a-4 under the 1940 Act; (ii) all the portion of the compensation paid payable by the Fund to the Adviser under the terms of the Advisory Agreement with respect to such Portfolio that is equal in amount to the compensation payable to the Subadviser hereunder (the "Subadviser Escrow Amount") shall be held in an interest-bearing escrow account with the Fund's custodian or a bank (the "Escrow Account"); and (iii) this Agreement may be terminated at any time without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund Portfolio on 10 days' prior written notice to the Subadviser. Funds held in the The Subadviser Escrow AccountAmount, including interest earnedearned thereon, shall be paid to the Subadviser promptly after approval of this Agreement by the vote of a majority of the FundPortfolio's outstanding voting securities in accordance with the 1940 Act, provided that such approval is obtained no later than 150 days after the date of this Agreement. (b) B. If this Agreement is not approved by a vote of a majority of the Fundrespective Portfolio's outstanding voting securities within the time period stated above, (i) this Agreement shall immediately terminateterminate with respect to such Portfolio; and (ii) the Subadviser shall receive from the Escrow Account the lesser of: (a) the sum of the amount of any costs incurred by the Subadviser in performing its duties under this Agreement prior to such termination plus any interest earned on that amount, and (b) the sum of the amount deposited in the Subadviser Escrow Account Amount plus any interest earned on that amount.