Common use of TERMINATION; NO ASSIGNMENT Clause in Contracts

TERMINATION; NO ASSIGNMENT. (a) This Agreement may be terminated at any time without payment of any penalty, by: the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to the Sub-Advisor and the Advisor. This Agreement also may be terminated at any time, without the payment of any penalty, by the Advisor or the Sub-Advisor upon sixty (60) days’ written notice to the Trust and the other party. In the event of a termination, Sub-Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees, transfer any and all books and records of the Fund maintained by Sub-Advisor on behalf of the Fund. (b) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act. (c) This Agreement may be terminated by the Advisor upon a material breach of this Agreement by Sub-Advisor by giving 20 days written notice to Sub-Advisor if said breach is not cured during said 20 day period; and may be terminated by Sub-Advisor upon a material breach of this Agreement by the Advisor by giving 20 days written notice to the Advisor if said breach is not cured during said 20 day period.