Common use of Renewal, Termination and Amendment Clause in Contracts

Renewal, Termination and Amendment. This Agreement shall continue in effect for a period of longer than two years from the date of its execution only so long as such continuance is specifically approved annually either by the Board or by vote of a majority of outstanding voting securities of the Fund; provided that in either event such continuance shall also be approved by vote of the members of the Board who are not interested persons of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement, cast in person at a meeting called for the purpose of such approval. This Agreement may be terminated at any time without payment of any penalty, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund upon 60 days prior written notice to the Sub-adviser, or upon such shorter notice as may be mutually agreed upon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-adviser (i) upon 90 days prior written notice to the other party and the Fund; (ii) upon material breach by any party of any representations or warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating party, a party has become unable to discharge its duties and obligations under this Agreement, including in the case of the insolvency of such party. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement between the Adviser and the Fund. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time in writing by the Fund, Sub-adviser and the Adviser, subject to approval by the Board and, if required by applicable Securities and Exchange Commission rules and regulations, a vote of a majority of the Fund’s outstanding voting securities. If the members of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Sub-adviser will continue to act, for the compensation described herein, as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, Sections 5, 6, 11, 13 and 15 shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect for a period have an initial term of longer than two years from the date of its execution only so long as hereof and shall continue in effect from year to year thereafter provided that such continuance is specifically approved annually either by the Board or by vote of a majority of outstanding voting securities of the Fund; Fund and provided that in either event such continuance shall also be approved by vote of the members of the Board who are not interested persons of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement, cast in person at a meeting called for the purpose of such approval. This Agreement may be terminated at any time without payment of any penalty, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund upon 60 days prior written notice to the Sub-adviser, adviser or upon such shorter notice as may be mutually agreed upon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-adviser (i) upon 90 days prior written notice to the other party and the Fund; or (ii) upon material breach by any the other party of any representations or warranties set forth in this Agreement, if such breach has not been cured within seven days after receipt of written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating party, with respect to a party has become if such party becomes unable to discharge its duties and obligations under this Agreement, including in the case of the insolvency of Agreement due to such party’s insolvency or subjection to a regulatory, government or judicial proceeding based on allegations that such party has committed an act of fraud, willful misfeasance or bad faith. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement between the Adviser and the Fund. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meaning set forth for such terms in the 1940 ActAct and the rules thereunder. This Agreement may be amended at any time in writing by with the Fund, mutual written consent of the Sub-adviser and the Adviser, subject to approval by the Board and, if required by applicable Securities and Exchange Commission rules and regulations, a vote of a majority of the Fund’s outstanding voting securities. If the members unitholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Sub-adviser will continue to act, for the compensation described herein, as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties’ future interactions with respect to the Sub-adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 1113, 13 15, and 15 17 shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect effect, unless sooner terminated as hereinafter provided, for a period of longer than two years from the date hereof and shall continue in full force and effect for successive periods of its execution one year thereafter, but only so long as each such continuance as to the Portfolios is specifically approved at least annually either by vote of the Board holders of a majority of the outstanding voting securities of the Portfolios or by vote of a majority of outstanding voting securities the Fund's Board of Directors; and further provided that such continuance is also approved annually by the vote of a majority of the Fund; provided that in either event such continuance shall also be approved by vote of the members of the Board Directors who are not parties to this Agreement or interested persons of the Fund (as defined in the 0000 Xxx) or of any person party to this AgreementSub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated as to the Portfolios at any time time, without payment of any penalty, by the BoardFund's Board of Directors, by the Investment Adviser, or by a vote of a the majority of the outstanding voting securities of the Fund Portfolios, or per the terms of the exemptive order - Release No. 23379 - under section 6(c) of the Act from section 15(a) and rule 18f-2 under the Act, upon 60 days days' prior written notice to the Sub-adviserAdviser, or by the Sub-Adviser upon 90 days' prior written notice to the Investment Adviser, or upon such shorter notice as may be mutually agreed upon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-adviser (i) upon 90 days prior written notice to the other party and the Fund; (ii) upon material breach by any party of any representations or warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating party, a party has become unable to discharge its duties and obligations under this Agreement, including in the case of the insolvency of such partyupon. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement Investment Advisory Agreement dated as of January 1, 1997, as amended, between the Investment Adviser and the Fund. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms “"assignment” " and “"vote of a majority of the outstanding voting securities” " shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time in writing by be the Fund, Sub-adviser Adviser and the Investment Adviser, subject to approval by the Fund's Board of Directors and, if required by applicable Securities and Exchange Commission SEC rules and regulations, a vote of a majority of the Fund’s a Portfolio's outstanding voting securities. If the members of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Sub-adviser will continue to act, for the compensation described herein, as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, Sections 5, 6, 11, 13 and 15 shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect for a period of longer than two years from the date of its execution only so long as such continuance is specifically approved annually either by the Board or by vote of a majority of outstanding voting securities of the Fund; provided that in either event such continuance shall also be approved by vote of the members of the Board Managers who are not "interested persons persons" of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement, cast in person at a meeting called for the purpose of such approval. This Agreement may be terminated at any time without payment of any penalty, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund Fund, upon 60 days prior written notice to the Sub-adviser, or upon such shorter notice as may be mutually agreed upon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-adviser (i) upon 90 days prior written notice to the other non-terminating party and the Fund; (ii) upon material breach by any party of any representations representation or warranties warranty set forth in this AgreementAgreement by (A) the non- terminating party or (B) in the case of a termination by the Sub-adviser, the Fund, in each case if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating party, (A) the non-terminating party or (B) in the case of a party termination by the Sub-adviser, the Fund, has become unable to discharge its duties and obligations under this Agreement, including in the case of the insolvency of such non-terminating party's or the Fund's insolvency. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement between the Adviser and the Fund. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms “"assignment” " and “"vote of a majority of the outstanding voting securities” " shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time in writing by the Fund, Sub-adviser and the Adviser, subject to approval by the Board and, if required by applicable Securities and Exchange Commission SEC rules and regulations, a vote of a majority of the Fund’s 's outstanding voting securities. If the members shareholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Sub-adviser will continue to act, for the compensation described hereinherein (subject to applicable law), as investment sub-sub- adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties' future interactions with respect to the Sub- adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 1112, 13 16 and 15 17, shall survive such termination of this Agreement. 12.

Renewal, Termination and Amendment. This Agreement shall continue in effect for a period of longer than two years from the until September 30, 2009 and after such date of its execution only so long as such continuance is specifically approved annually either by the Board or by vote of a majority of outstanding voting securities of the Fund; provided that in either event such continuance shall also be approved by vote of the members of the Board who are not interested persons of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement, cast manner provided in person at a meeting called for the purpose of such approval1940 Act and the rules and regulations thereunder. This Agreement may be terminated at any time without payment of any penalty, by the BoardTrust's Board of Trustees, or by a vote of a majority of the outstanding voting securities of the Fund upon 60 days prior written notice to the Sub-adviseradviser or by the Sub-adviser upon 60 days prior written notice to the Adviser, or upon such shorter notice as may be mutually agreed upon in writing by the parties heretoupon. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-adviser (i) upon 90 60 days prior written notice to the other party and the FundSub-adviser; (ii) upon material breach by any party the Sub-adviser of any representations or and warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating partyAdviser, a party has become the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement, including in the case of circumstances such as the insolvency of such partythe Sub-adviser, the termination, resignation or other loss of a key portfolio manager, or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement between the Adviser and the FundTrust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms “"assignment” " and “"vote of a majority of the outstanding voting securities” " shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time in writing by the Fund, Sub-adviser and the Adviser, subject to approval by the Trust's Board of Trustees and, if required by applicable Securities and Exchange Commission SEC rules and regulations, a vote of a majority of the Fund’s 's outstanding voting securities. If the members of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Sub-adviser will continue to act, for the compensation described herein, as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties' future interactions with respect to the Sub-adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 7, 9, and 11, 13 and 15 shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect for a period of longer than two years from the date of its execution only so long as such continuance is specifically approved annually either by the Board Trustees or by vote of a majority of outstanding voting securities of the Fund; provided that in either event such continuance shall also be approved by vote of the members of the Board Trustees who are not interested persons of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement, cast in person at a meeting called for the purpose of such approval. This Agreement may be terminated at any time without payment of any penalty, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund upon 60 days prior written notice to the Sub-adviser, or upon such shorter notice as may be mutually agreed upon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-adviser (i) upon 90 days prior written notice to the other party and the Fund; (ii) upon material breach by any the other party of any representations or warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating party, a the other party has become unable to discharge its duties and obligations under this Agreement, including in the case of the insolvency of such other party. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement between the Adviser and the Fund. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms “"assignment” " and “"vote of a majority of the outstanding voting securities” " shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time in writing by the Fund, Sub-adviser and the Adviser, subject to approval by the Board and, if required by applicable Securities and Exchange Commission rules and regulations, a vote of a majority of the Fund’s 's outstanding voting securities. If In the members event of an assignment, if the shareholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable lawAgreement, the Sub-adviser will continue to act, for the compensation described herein, as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; : provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties' future interactions with respect to the Sub-adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 1113, 13 15, and 15 18, shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect for a period of longer than two years from the date of its execution only so long as such continuance is specifically approved annually either by the Board Trustees or by vote of a majority of outstanding voting securities of the Fund; provided that in either event such continuance shall also be approved by vote of the members of the Board Trustees who are not interested persons of the Fund (as defined in the 0000 1000 Xxx) or of any person party to this Agreement, cast in person at a meeting called for the purpose of such approval. This Agreement may be terminated at any time without payment of any penalty, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund upon 60 days prior written notice to the Sub-adviserAdviser, or upon such shorter notice as may be mutually agreed upon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-adviser (i) upon 90 days prior written notice to the other party and the Fund; (ii) upon material breach by any party of any representations or warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating party, a party has become unable to discharge its duties and obligations under this Agreement, including in the case of the insolvency of such party. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement between the Adviser and the Fund. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time in writing by the Fund, Sub-adviser and the Adviser, subject to approval by the Board both parties and, if required by applicable Securities and Exchange Commission rules and regulations, a vote of a majority of the Fund’s outstanding voting securities. If In the members event of an assignment, if the shareholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable lawAgreement, the Sub-adviser Adviser will continue to act, for the compensation described herein, as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser Adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser Adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties’ future interactions with respect to the Adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 4, 5, 6, 11, 13 13, and 15 16, shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect effect, unless sooner terminated as hereinafter provided, for a period of longer than two years from the date hereof and shall continue in full force and effect for successive periods of its execution one year thereafter, but only so long as each such continuance is specifically approved at least annually either by vote of the Board holders of a majority of the outstanding voting securities of the Fund or by vote of a majority of outstanding voting securities of the Fund; provided that in either event such continuance shall also be approved by vote of the members of the Board Trustees who are not parties to this Agreement or interested persons of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time without payment of any penalty, by the BoardTrust's Board of Trustees, by the Advisor, or by a vote of a majority of the outstanding voting securities of the Fund upon 60 days days' prior written notice to the Sub-adviserSubadvisor or by the Subadvisor upon 60 days' prior written notice to the Advisor, or upon such shorter notice as may be mutually agreed upon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-adviser (i) upon 90 days prior written notice to the other party and the Fund; (ii) upon material breach by any party of any representations or warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating party, a party has become unable to discharge its duties and obligations under this Agreement, including in the case of the insolvency of such partyupon. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement Investment Advisory and Management Agreement between the Adviser Advisor and the FundTrust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms “"assignment” " and “a vote of a majority of the outstanding voting securities” securities shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time in writing by the Fund, Sub-adviser Subadvisor and the AdviserAdvisor, subject to approval by the Trust's Board of Trustees and, if required by applicable Securities and Exchange Commission SEC rules and regulations, a vote of a majority of the Fund’s 's outstanding voting securities. If the members of the Fund fail to approve this Agreement or Any amendment must be in writing and signed by both parties. Upon any continuance of the Agreement where such approval is required by applicable law, the Sub-adviser will continue to act, for the compensation described herein, as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, Sections 5Subadvisor retains the right to complete any transactions open as of the termination date and to retain amounts in the Account to effect their completion. Upon any termination, 6, 11, 13 and 15 shall survive such termination it is Advisor's responsibility to issue written instructions regarding assets in the Account. Fees will be prorated to the date of this Agreementany termination.