COMPANY IS BOUND
HEREBY.
18.
DEFAULT, BANKRUPTCY, ETC. OF THE ADVISOR. AT THE SOLE OPTION OF
THE COMPANY, THIS AGREEMENT MAY BE TERMINATED IMMEDIATELY UPON WRITTEN NOTICE OF
SUCH TERMINATION FROM THE TRUSTEES TO THE ADVISOR IF ANY OF THE FOLLOWING EVENTS
SHALL HAVE OCCURRED:
(A)
THE ADVISOR SHALL HAVE VIOLATED ANY PROVISION OF THIS AGREEMENT
AND, AFTER WRITTEN NOTICE FROM THE TRUSTEES OF SUCH VIOLATION, SHALL HAVE FAILED
TO CURE SUCH DEFAULT WITHIN THIRTY (30) DAYS;
(B)
A PETITION SHALL HAVE BEEN FILED AGAINST THE ADVISOR FOR AN
INVOLUNTARY PROCEEDING UNDER ANY APPLICABLE BANKRUPTCY, INSOLVENCY OR OTHER
SIMILAR LAW NOW OR HEREAFTER IN EFFECT, AND SUCH PETITION SHALL NOT HAVE BEEN
DISMISSED WITHIN NINETY (90) DAYS OF FILING; OR A COURT HAVING JURISDICTION
SHALL HAVE APPOINTED A RECEIVER, LIQUIDATOR, ASSIGNEE, CUSTODIAN, TRUSTEE,
SEQUESTRATOR OR SIMILAR OFFICIAL OF THE ADVISOR FOR ANY SUBSTANTIAL PORTION OF
ITS PROPERTY, OR ORDERED THE WINDING UPON OR LIQUIDATION OF ITS AFFAIRS, AND
SUCH APPOINTMENT OR ORDER SHALL NOT HAVE BEEN RESCINDED OR VACATED WITHIN NINETY
(90) DAYS OF SUCH APPOINTMENT OR ORDER; OR
(C)
THE ADVISOR SHALL HAVE COMMENCED A VOLUNTARY PROCEEDING UNDER ANY
APPLICABLE BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAW NOW OR HEREAFTER IN
EFFECT, OR SHALL HAVE MADE ANY GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS,
OR SHALL HAVE FAILED GENERALLY TO PAY ITS DEBTS AS THEY BECAME DUE.
The Advisor agrees that, if any of the events specified in Paragraphs (b) or (c)
of this Section 18 shall occur, it will give written notice thereof to the
Trustees within seven (7) days following the occurrence of such event.
19.
ACTION UPON TERMINATION. FROM AND AFTER THE EFFECTIVE DATE OF ANY
TERMINATION OF THIS AGREEMENT PURSUANT TO SECTIONS 16, 17 OR 18 HEREOF, THE
ADVISOR SHALL BE ENTITLED TO NO COMPENSATION FOR SERVICES RENDERED HEREUNDER FOR
THE THEN-CURRENT TERM OF THIS AGREEMENT, BUT SHALL BE PAID, ON A PRO RATA BASIS,
ALL COMPENSATION DUE FOR SERVICES PERFORMED PRIOR TO SUCH TERMINATION (REDUCED
BY THE AMOUNT, IF ANY, OF THE FEES TO BE REFUNDED BY THE ADVISOR PURSUANT TO
SECTION 13 HEREOF, WHICH SECTION SHALL APPLY PRO RATA TO THE APPLICABLE PORTION
OF THE FISCAL YEAR IN WHICH TERMINATION OCCURS IN THE EVENT OF A TERMINATION
OCCURRING AT OTHER THAN THE END OF THE COMPANY'S FISCAL YEAR. UPON SUCH
TERMINATION, THE ADVISOR IMMEDIATELY SHALL:
(A)
PAY OVER TO THE COMPANY ALL MONIES COLLECTED AND HELD FOR THE
ACCOUNT OF THE COMPANY BY IT PURSUANT TO THIS AGREEMENT, AFTER DEDUCTING
THEREFROM ANY ACCRUED FEES (REDUCED BY AMOUNTS OWED BY THE ADVISOR TO THE
COMPANY PURSUANT TO THE LAST PARAGRAPH OF SECTION 13 HEREOF) AND REIMBURSEMENTS
FOR ITS EXPENSES TO WHICH IT IS THEN ENTITLED;
(B)
DELIVER TO THE TRUSTEES A FULL AND COMPLETE ACCOUNTING, INCLUDING
A STATEMENT SHOWING ALL SUMS COLLECTED BY IT AND A STATEMENT OF ALL SUMS HELD BY
IT FOR THE PERIOD COMMENCING WITH THE DATE FOLLOWING THE DATE ON ITS LAST
ACCOUNTING TO THE TRUSTEES; AND
(C)
DELIVER TO