Common use of Term of Agreement Termination of Agreement Amendment of Agreement Clause in Contracts

Term of Agreement Termination of Agreement Amendment of Agreement. a. This Agreement is effective with respect to each Fund as of the date of execution of the applicable exhibit and shall continue in effect with respect to each Fund presently set forth on an exhibit and any subsequent Funds added pursuant to an exhibit during the initial term of this Agreement for one year from the date set forth above, and thereafter for successive periods of one year if such continuance is approved at least annually by the Trustees of the Trust including a majority of the members of the Board of Trustees of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of any Distribution Plan relating to the Trust or in any related documents to such Plan ("Disinterested Trustees") in the manner required by the Rules and Regulations. If a Fund is added after the first annual approval by the Trustees as described above, this Agreement will be effective as to that Fund upon execution of the applicable exhibit and will continue in effect until the next annual approval of this Agreement by the Trustees and thereafter for successive periods of one year, subject to approval as described above. b. This Agreement may be terminated with regard to a particular Fund or Class at any time, without the payment of any penalty, by the vote of a majority of the Disinterested Trustees or by a majority of the outstanding voting securities of the particular Fund or Class on not more than sixty (60) days' written notice to any other party to this Agreement. This Agreement may be terminated with regard to a particular Fund or Class by FSC on sixty (60) days' written notice to the Trust. c. This Agreement may not be assigned by FSC and shall automatically terminate in the event of an assignment by FSC as defined in the Investment Company Act of 1940, as amended, provided, however, that FSC may employ such other person, persons, corporation or corporations as it shall determine in order to assist it in carrying out its duties under this Agreement. d. This Agreement may be amended at any time by mutual agreement in writing of all the parties hereto, provided that such amendment is approved by the Trustees of the Trust including a majority of the Disinterested Trustees of the Trust cast in person at a meeting called for that purpose.

Term of Agreement Termination of Agreement Amendment of Agreement. a. This Agreement is shall become effective with respect to each Fund as of on the date of execution of the applicable exhibit first written above and shall continue remain in full force and effect with respect until October 31, 20[23] and may be continued from year to each Fund presently set forth on an exhibit and any subsequent Funds added pursuant to an exhibit during the initial term of this Agreement for one year from the date set forth abovethereafter; provided, and thereafter for successive periods of one year if that such continuance is shall be specifically approved at least annually each year by the Trustees of the Trust including a majority of the members of the Board of Trustees of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of any Distribution Plan relating to the Trust or in any related documents to such Plan ("Disinterested Trustees") in the manner required by the Rules and Regulations. If a Fund is added after the first annual approval by the Trustees as described above, this Agreement will be effective as to that Fund upon execution of the applicable exhibit and will continue in effect until the next annual approval of this Agreement by the Trustees and thereafter for successive periods of one year, subject to approval as described above. b. This Agreement may be terminated with regard to a particular Fund or Class at any time, without the payment of any penalty, by the vote of a majority of the Disinterested Trustees or by a majority of the outstanding voting securities of the particular Fund, and in either case, also by a majority of the Trustees who are not interested persons of the Trust or the Distributor (“Disinterested Trustees”) and by a majority of those Disinterested Trustees who have no direct or indirect financial interest in any Rule 12b-1 Plan relating to such Fund or Class on not more than sixty this Agreement (60) days' written notice to any other party to this Agreement“Rule 12b-1 Trustees”). This Agreement may be terminated amended as to any Fund with regard to the approval of the Trustees or of a particular Fund or Class by FSC on sixty (60) days' written notice to majority of the Trust. c. This Agreement may not be assigned by FSC and shall automatically terminate in outstanding voting securities of the event of an assignment by FSC as defined in the Investment Company Act of 1940, as amended, Fund; provided, howeverthat in either case, that FSC may employ such other person, persons, corporation or corporations as it shall determine in order to assist it in carrying out its duties under this Agreement. d. This Agreement may be amended at any time by mutual agreement in writing of all the parties hereto, provided that such amendment is also shall be approved by the Trustees of the Trust including a majority of the Disinterested Trustees and the Rule 12b-1 Trustees. b. Either party may terminate this Agreement without the payment of any penalty, upon not more than sixty days’ nor less than thirty days’ written notice delivered personally or mailed by registered mail, postage prepaid, to the other party; provided, that in the case of termination by any Fund, such action shall have been authorized (i) by resolution of the Trustees, or (ii) by vote of a majority of the outstanding voting securities of such Fund, or (iii) by written consent of a majority of the Disinterested Trustees or the Rule 12b-1 Trustees. c. This Agreement shall automatically terminate if it is assigned by the Distributor. d. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms “interested persons,” “assignment” and “vote of a majority of the outstanding voting securities,” as used in this Agreement, shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. The Trust and the Distributor may from time to time agree on such provisions interpreting or clarifying the provisions of this Agreement as, in their joint opinion, are consistent with the general tenor of this Agreement and with the specific provisions of this Section 3(d). Any such interpretations or clarifications shall be in writing signed by the parties and annexed hereto, but no such interpretation or clarification shall be effective if in contravention of any applicable federal or state law or regulations, and no such interpretation or clarification shall be deemed to be an amendment of this Agreement. No term or provision of this Agreement shall be construed to require the Distributor to provide distribution or administrative services to any series of the Trust cast other than the Funds, or to require any Fund to pay any compensation or expenses that are properly allocable, in person at a meeting called for that purposemanner approved by the Trustees, to a series of the Trust other than such Fund.

Term of Agreement Termination of Agreement Amendment of Agreement. a. This Agreement is shall become effective with respect to each Fund as of on the date of execution of the applicable exhibit first written above and shall continue remain in full force and effect with respect until October 31, 2023 and may be continued from year to each Fund presently set forth on an exhibit and any subsequent Funds added pursuant to an exhibit during the initial term of this Agreement for one year from the date set forth abovethereafter; provided, and thereafter for successive periods of one year if that such continuance is shall be specifically approved at least annually each year by the Trustees of the Trust including a majority of the members of the Board of Trustees of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of any Distribution Plan relating to the Trust or in any related documents to such Plan ("Disinterested Trustees") in the manner required by the Rules and Regulations. If a Fund is added after the first annual approval by the Trustees as described above, this Agreement will be effective as to that Fund upon execution of the applicable exhibit and will continue in effect until the next annual approval of this Agreement by the Trustees and thereafter for successive periods of one year, subject to approval as described above. b. This Agreement may be terminated with regard to a particular Fund or Class at any time, without the payment of any penalty, by the vote of a majority of the Disinterested Trustees or by a majority of the outstanding voting securities of the particular Fund, and in either case, also by a majority of the Trustees who are not interested persons of the Trust or the Distributor (“Disinterested Trustees”) and by a majority of those Disinterested Trustees who have no direct or indirect financial interest in any Rule 12b-1 Plan relating to such Fund or Class on not more than sixty this Agreement (60) days' written notice to any other party to this Agreement“Rule 12b-1 Trustees”). This Agreement may be terminated amended as to any Fund with regard to the approval of the Trustees or of a particular Fund or Class by FSC on sixty (60) days' written notice to majority of the Trust. c. This Agreement may not be assigned by FSC and shall automatically terminate in outstanding voting securities of the event of an assignment by FSC as defined in the Investment Company Act of 1940, as amended, Fund; provided, howeverthat in either case, that FSC may employ such other person, persons, corporation or corporations as it shall determine in order to assist it in carrying out its duties under this Agreement. d. This Agreement may be amended at any time by mutual agreement in writing of all the parties hereto, provided that such amendment is also shall be approved by the Trustees of the Trust including a majority of the Disinterested Trustees and the Rule 12b-1 Trustees. b. Either party may terminate this Agreement without the payment of any penalty, upon not more than sixty days’ nor less than thirty days’ written notice delivered personally or mailed by registered mail, postage prepaid, to the other party; provided, that in the case of termination by any Fund, such action shall have been authorized (i) by resolution of the Trustees, or (ii) by vote of a majority of the outstanding voting securities of such Fund, or (iii) by written consent of a majority of the Disinterested Trustees or the Rule 12b-1 Trustees. c. This Agreement shall automatically terminate if it is assigned by the Distributor. d. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms “interested persons,” “assignment” and “vote of a majority of the outstanding voting securities,” as used in this Agreement, shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. The Trust and the Distributor may from time to time agree on such provisions interpreting or clarifying the provisions of this Agreement as, in their joint opinion, are consistent with the general tenor of this Agreement and with the specific provisions of this Section 3(d). Any such interpretations or clarifications shall be in writing signed by the parties and annexed hereto, but no such interpretation or clarification shall be effective if in contravention of any applicable federal or state law or regulations, and no such interpretation or clarification shall be deemed to be an amendment of this Agreement. No term or provision of this Agreement shall be construed to require the Distributor to provide distribution or administrative services to any series of the Trust cast other than the Funds, or to require any Fund to pay any compensation or expenses that are properly allocable, in person at a meeting called for that purposemanner approved by the Trustees, to a series of the Trust other than such Fund.