Common use of Continuation and Termination Clause in Contracts

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxer, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective With respect to each Series identified as a Series on Schedule A hereto on the date first written aboveof this Agreement, subject unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the condition that the Fund's Board effective date of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless Thereafter, unless earlier terminated as provided hereinwith respect to a Series, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by (i) by the vote of a majority of the Board of Directors Trustees of the FundPortfolio, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Series who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act0000 Xxx) of the Fund Series or txx Xxxxxerthe Adviser, cast in person at a meeting called for the purpose of voting on such approval. This With respect to any Series that was added to Schedule A hereto as a Series after the date of this Amendment, the Agreement may not be shall become effective on the later of: (i) the date Schedule A is amended in any material respect without to reflect the addition of such Series as a Series under the Agreement; or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Fund’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (i) the vote of a majority of the Board of Trustees of the Series, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding notwithstanding: (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the ManagerAdviser, or by the Manager Adviser at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have xxxxx xxve approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the callxx xxx xhe purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect wxxx xxxxect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective With respect to each Series identified as a Series on Schedule A as in effect on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November 17, 2016. Unless Thereafter, unless earlier terminated as provided hereinwith respect to a Series, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Series who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act1000 Xxx) of the Fund Series or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This With respect to any Series that was added to Schedule A hereto as a Series after the date of this Agreement, the Agreement may not be shall become effective on the later of: (i) the date Schedule A is amended in any material respect without to reflect the addition of such Series as a Series under the Agreement; or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Trust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1000 Xxx) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (i) the vote of a majority of the Board of Trustees of the Series, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Series who are not parties to this Agreement or “interested persons” (as defined in the 1000 Xxx) of the Series or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act1000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding notwithstanding: (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved shalx xxxx xpproved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from with respect to each Fund ending on the effective date of this Agreement, indicated on Schedule A and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for cxxxxx xxr the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to approve or continue this thix Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This With respect to each Series identified as a Series on Schedule A as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any such Series, this Agreement shall continue in full force and effect through November 17, 2016. Thereafter, unless earlier terminated with respect to such a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (1) the vote of a majority of the Board of Directors of the Company; or (2) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons” (as defined in the 1000 Xxx) of the Company or the Manager, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Series added to Schedule A hereto as a Series after the date of this Agreement, this Agreement shall become effective on the later of: (1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (2) the date upon which the shares of the Series are first written abovesold to the public, subject to the condition that the Fund's Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act1000 Xxx) of the Company or the Manager, xxx xxe and the shareholders of each such Series, shall have approved this Agreement. Unless earlier terminated as provided hereinherein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two (2) years from the effective date of this Agreementits effectiveness (as identified above) with respect to that Series. Thereafter, and unless earlier terminated with respect to a Series, the Agreement shall continue from year to year thereafter in full force and effect with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by: (i1) by the vote of a majority of the Board of Directors of the Fund, Company; or (ii2) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Fund Company who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act1000 Xxx) of the Fund Company or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act1000 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Company at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Company or by a vote of a majority of the outstanding voting shares of the FundCompany, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This Agreement shall become effective With respect to each Series identified as a Series on Schedule A as in effect on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November 17, 2016. Unless Thereafter, unless earlier terminated as provided hereinwith respect to a Series, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Series who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act0000 Xxx) of the Fund Series or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This With respect to any Series that was added to Schedule A hereto as a Series after the date of this Agreement, the Agreement may not be shall become effective on the later of: (i) the date Schedule A is amended in any material respect without to reflect the addition of such Series as a Series under the Agreement; or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Trust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (i) the vote of a majority of the Board of Trustees of the Series, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding notwithstanding: (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This Agreement shall become effective With respect to each Series identified as a Series on Schedule A hereto as in effect on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November 17, 2016. Unless Thereafter, unless earlier terminated as provided hereinherein with respect to a Series, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Series who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act1000 Xxx) of the Fund Series or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This With respect to any Series added to Schedule A hereto as a Series after the date of this Agreement, the Agreement may not be shall become effective on the later of: (i) the date Schedule A is amended in any material respect without to reflect the addition of such Series as a Series under the Agreement; or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Trust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1000 Xxx) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (i) the vote of a majority of the Board of Trustees of the Series, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Series who are not parties to this Agreement or “interested persons” (as defined in the 1000 Xxx) of the Series or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act1000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding notwithstanding: (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This With respect to each Series identified as a Series on Schedule A as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any such Series, this Agreement shall continue in full force and effect through November 17, 2016. Thereafter, unless earlier terminated with respect to such a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (1) the vote of a majority of the Board of Directors of the Company; or (2) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Company or the Manager, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Series added to Schedule A hereto as a Series after the date of this Agreement, this Agreement shall become effective on the later of: (1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (2) the date upon which the shares of the Series are first written abovesold to the public, subject to the condition that the Fund's Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Company or the Manager, xxx xxe and the shareholders of each such Series, shall have approved this Agreement. Unless earlier terminated as provided hereinherein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two (2) years from the effective date of this Agreementits effectiveness (as identified above) with respect to that Series. Thereafter, and unless earlier terminated with respect to a Series, the Agreement shall continue from year to year thereafter in full force and effect with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by: (i1) by the vote of a majority of the Board of Directors of the Fund, Company; or (ii2) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Fund Company who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act0000 Xxx) of the Fund Company or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Company at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Company or by a vote of a majority of the outstanding voting shares of the FundCompany, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved shalx xxxx xpproved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series until the Reapproval Date set forth for two (2) years from the effective date of such Series in Schedule A to this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for xxxxxx xor the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxx xxspect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series until the Reapproval Date set forth for two (2) years from the effective date of such Series in Schedule A to this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective With respect to each Series identified as a Series on Schedule A as in effect on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November 17, 2016. Unless Thereafter, unless earlier terminated as provided hereinwith respect to a Series, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Series who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act1000 Xxx) of the Fund Series or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This With respect to any Series that was added to Schedule A hereto as a Series after the date of this Agreement, the Agreement may not be shall become effective on the later of: (i) the date Schedule A is amended in any material respect without to reflect the addition of such Series as a Series under the Agreement; or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Trust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1000 Xxx) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (i) the vote of a majority of the Board of Trustees of the Series, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Series who are not parties to this Agreement or “interested persons” (as defined in the 1000 Xxx) of the Series or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act1000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding notwithstanding: (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.Trust or

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreementwith respect to each Fund until DECEMBER 31, 2005 and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written aboveJanuary 1, 2005, subject to the condition that the Fund's Board of DirectorsBoard, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act1000 Xxx) of the ManagerAdviser, xxx xxe and the shareholders of each Series (which may consist of the Adviser in its capacity as sole shareholder of each Series), shall have approved this AgreementAgreement with respect to the respective Series. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreementthrough January 1, 2007, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the FundBoard, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided in either case that continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act1000 Xxx) of the Fund or txx Xxxxxerthe Adviser, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act1000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the ManagerAdviser, or by the Manager Adviser at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "“assignment" ”, as described in that term is interpreted under the 1940 Act.

Continuation and Termination. This With respect to each Series identified as a Series on Schedule A as in effect on the date of this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November 17, 2016. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Directors of the Company, or (ii) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Series who are not parties to this Agreement or “interested persons” (as defined in the 1000 Xxx) of the Series or the Manager, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Series that was added to Schedule A hereto as a Series after the date of this Agreement, the Agreement shall become effective on the later of: (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii) the date upon which the shares of the Series are first written abovesold to the public, subject to the condition that the Fund's Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act1000 Xxx) of the Manager, xxx xxe and the shareholders of each such Series, shall have approved this Agreement. Unless terminated earlier as provided hereinherein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two (2) years from the effective date of this Agreementits effectiveness (as identified above) with respect to that Series. Thereafter, and unless earlier terminated with respect to a Series, the Agreement shall continue from year to year thereafter in full force and effect with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by: (i) by the vote of a majority of the Board of Directors of the FundSeries, or (ii) by vote of a majority of the outstanding voting shares of the such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Fund Series who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act1000 Xxx) of the Fund Series or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act1000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding notwithstanding: (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Company at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Company or by a vote of a majority of the outstanding voting shares of the FundCompany, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall xxxxx have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for cxxxxx xxr the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect Agreemenx xxxx xespect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective With respect to each Series identified as a Series on Schedule A hereto as in effect on the date first written aboveof this Agreement, subject unless earlier terminated with respect to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each any Series, this Agreement shall have approved this Agreementcontinue in full force and effect through December 31, 2012. Unless Thereafter, unless earlier terminated as provided hereinwith respect to a Series, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act0000 Xxx) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This With respect to any Series that was added to Schedule A hereto as a Series after the date of this Agreement, the Agreement may not be shall become effective on the later of (i) the date Schedule A is amended in any material respect without to reflect the addition of such Series as a Series under the Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Fund’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 0000 Xxx) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Directors of the Fund, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective With respect to each Series identified as a Series on Schedule A as in effect on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless , unless earlier terminated as provided hereinherein with respect to any such Series, this Agreement shall continue in full force and effect through November 17, 2016. Thereafter, unless earlier terminated with respect to such a Series, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by: (i1) by the vote of a majority of the Board of Directors Trustees of the Fund, Trust; or (ii2) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act1000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This With respect to any Series added to Schedule A hereto as a Series after the date of this Agreement, this Agreement may not be shall become effective on the later of: (1) the date Schedule A is amended in any material respect without to reflect the addition of such Series as a Series under the Agreement; or (2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Trust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1000 Xxx) of the Trust or the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless earlier terminated as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (1) the vote of a majority of the Board of Trustees of the Trust; or (2) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 1000 Xxx) of the Trust or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act1000 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This Agreement shall become effective take effect on the date first written above, subject to the condition that the Fund's Board of Directorsand shall continue in effect, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless unless sooner terminated as provided herein, for 119 days thereafter, and provided that the Agreement is approved by a majority of the outstanding voting shares of the Trust by the end of such 119th day, shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series Portfolio so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, Trustees; or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined Portfolio; provided, further, in the 1940 Act), and provided either event that continuance is also approved by the vote of a majority of the Board of Directors of the Fund Trustees who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective Portfolio shall be effective to continue this Agreement with respect to such Series Portfolio notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Portfolio or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund Trustees or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a SeriesPortfolio, by vote of a majority of the outstanding voting shares of such SeriesPortfolio, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty ninety (6090) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described defined in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved shalx xxxx xpproved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for cxxxxx xxr the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxx xxspect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series until the Reapproval Date set forth for two (2) years from the effective date of such Series on SCHEDULE A to this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the Trust or (ii) by vote of a majority of the outstanding voting shares securities of the such Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxer, cast in person at a meeting called for the purpose of voting on such approval. This To the extent required by the 1940 Act and rules and interpretations thereunder, this Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares securities (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares voting securities (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares voting securities of any other Series Series, or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares voting securities of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund as to a particular Series at any time, in its entirety or with respect to a Seriestime on sixty (60) days' written notice, without the payment of any penalty, by the Trust (by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares securities of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundManager. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 ActAct and the rules and interpretations thereunder).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved havx xxxxxxed this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the xxx xxx purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxxxxx to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective With respect to each Series identified as a Series on Schedule A hereto as in effect on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November 30, 2008. Unless Thereafter, unless earlier terminated as provided hereinwith respect to a Series, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act0000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This With respect to any Series that was added to Schedule A hereto as a Series after the date of this Agreement, the Agreement may not be shall become effective on the later of (i) the date Schedule A is amended in any material respect without to reflect the addition of such Series as a Series under the Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Trust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Trust, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Trust or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described in the 1940 Act.

Continuation and Termination. This With respect to each Series identified as a Series on Schedule A hereto on the date of this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November 30, 2023 with respect to each such Series of this Agreement. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Directors of the Company, or (ii) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of the Company or the Manager, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Series that was added to Schedule A hereto as a Series after the date of this Agreement, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement or (ii) the date upon which the shares of the Series are first written abovesold to the public, subject to the condition that the FundCompany's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each such Series, shall have approved this Agreement. Unless terminated earlier as provided hereinherein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two (2) years from the effective date of this Agreementits effectiveness (as identified above) with respect to that Series. Thereafter, and unless earlier terminated with respect to a Series, the Agreement shall continue from year to year thereafter in full force and effect with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by (i) by the vote of a majority of the Board of Directors of the FundCompany, or (ii) by vote of a majority of the outstanding voting shares of the such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Fund Company who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Company or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Company at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund Company or by a vote of a majority of the outstanding voting shares of the FundCompany, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved shalx xxxx xpproved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreementuntil NOVEMBER 30, 2006, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for cxxxxx xxr the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxx xxspect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved shalx xxxx xpproved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for xxxxxx xor the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxx xxspect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This With respect to each Series identified as a Series on Schedule A as in effect on the date of this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November 17, 2016. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Directors of the Company, or (ii) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series or the Manager, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Series that was added to Schedule A hereto as a Series after the date of this Agreement, the Agreement shall become effective on the later of: (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii) the date upon which the shares of the Series are first written abovesold to the public, subject to the condition that the Fund's Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each such Series, shall have approved this Agreement. Unless terminated earlier as provided hereinherein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two (2) years from the effective date of this Agreementits effectiveness (as identified above) with respect to that Series. Thereafter, and unless earlier terminated with respect to a Series, the Agreement shall continue from year to year thereafter in full force and effect with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by: (i) by the vote of a majority of the Board of Directors of the FundSeries, or (ii) by vote of a majority of the outstanding voting shares of the such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Fund Series who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act0000 Xxx) of the Fund Series or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding notwithstanding: (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Company at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Company or by a vote of a majority of the outstanding voting shares of the FundCompany, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved xxxx xxxroved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series for two (2) years from the effective date of this Agreementindicated above, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for caxxxx xxx the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect wxxx xxxxect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have xxxxx xxve approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for cxxxxx xxr the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect Agreemenx xxxx xespect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each SeriesSerxxx, shall xxxll have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series until the Reapproval Date set forth for two (2) years from the effective date of such Series on Schedule A to this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, including a majority of those Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Trust or (ii) by vote of a majority of the outstanding thx xxxxxxnding voting shares securities of the such Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxer, cast in person at a meeting called for the purpose of voting on such approval. This To the extent required by the 1940 Act and rules and interpretations thereunder, this Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares securities (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares voting securities (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement Xxxxxxxxt with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares voting securities of any other Series Series, or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares voting securities of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund as to a particular Series at any time, in its entirety or with respect to a Seriestime on sixty (60) days' written notice, without the payment of any penalty, by the Trust (by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares securities of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundManager. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 ActAct and the rules and interpretations thereunder).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe xxx shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series Fund (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxer, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx shalx xx xxfective xxxective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become ---------------------------- effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved shalx xxxx xpproved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from with respect to each Fund ending on the effective date of this Agreement, indicated on Schedule A and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for cxxxxx xxr the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement thix Xxxxxxent with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series until the Reapproval Date set forth for two (2) years from the effective date of such Series on Schedule A to this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the such Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective take effect on the date first written above, subject to the condition that the Fund's Board of Directorsand shall continue in effect, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless unless sooner terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective such date of this Agreement, and shall continue from year to year thereafter with respect to each Series Portfolio so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, Trustees; or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined Portfolio; provided, further, in the 1940 Act), and provided either event that continuance is also approved by the vote of a majority of the Board of Directors of the Fund Trustees who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective Portfolio shall be effective to continue this Agreement with respect to such Series Portfolio notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Portfolio or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund Trustees or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a SeriesPortfolio, by vote of a majority of the outstanding voting shares of such SeriesPortfolio, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty ninety (6090) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described defined in the 1940 Act).

Continuation and Termination. This With respect to each Series identified as a Series on Schedule A hereto on the date of this Agreement, unless earlier terminated as provided herein with respect to any such Series, this Agreement shall continue in full force and effect through November 17, 2016. Thereafter, unless earlier terminated with respect to such a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (1) the vote of a majority of the Board of Directors of the Company; or (2) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Company or the Manager, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Series added to Schedule A hereto as a Series after the date of this Agreement, this Agreement shall become effective on the later of: (1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (2) the date upon which the shares of the Series are first written abovesold to the public, subject to the condition that the Fund's Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Company or the Manager, xxx xxe and the shareholders of each such Series, shall have approved this Agreement. Unless earlier terminated as provided hereinherein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two (2) years from the effective date of this Agreementits effectiveness (as identified above) with respect to that Series. Thereafter, and unless earlier terminated with respect to a Series, the Agreement shall continue from year to year thereafter in full force and effect with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by: (i1) by the vote of a majority of the Board of Directors of the Fund, Company; or (ii2) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Fund Company who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act0000 Xxx) of the Fund Company or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Company at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Company or by a vote of a majority of the outstanding voting shares of the FundCompany, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined Trust, in the 1940 Act), and each case provided that continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other A-8 applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreementwith respect to each Series until SEPTEMBER 1, 2005, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the Trust, or (ii) by vote of a majority of the outstanding voting shares securities of the such Series (as defined in the 1940 Act), cast in person at a meeting called for the purpose of voting on such approval and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares voting securities (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares voting securities of any other Series Series, or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares voting securities of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund as to a particular Series at any time, in its entirety or with respect to a Seriestime on sixty (60) days' written notice, without the payment of any penalty, by the Trust (by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares securities of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundManager. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 ActAct and the rules and interpretations thereunder).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have xxxxx xxve approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series Fund (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the callxx xxx xhe purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect wxxx xxxxect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series until the Reapproval Date set forth for two (2) years from the effective date of such Series in Schedule A to this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective With respect to each Series identified as a Series on Schedule A as in effect on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless , unless earlier terminated as provided hereinherein with respect to any such Series, this Agreement shall continue in full force and effect through November 17, 2016. Thereafter, unless earlier terminated with respect to such a Series, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by: (i1) by the vote of a majority of the Board of Directors [Trustee/Director]s of the Fund, [Trust/Company]; or (ii2) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors [Trustee/Director]s of the Fund [Trust/Company] who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act0000 Xxx) of the Fund [Trust/Company] or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This With respect to any Series added to Schedule A hereto as a Series after the date of this Agreement, this Agreement may not be shall become effective on the later of: (1) the date Schedule A is amended in any material respect without to reflect the addition of such Series as a Series under the Agreement; or (2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the [Trust/Company]’s Board of [Trustee/Director]s, including a majority of those [Trustee/Director]s who are not interested persons (as such term is defined in the 0000 Xxx) of the [Trust/Company] or the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless earlier terminated as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (1) the vote of a majority of the Board of [Trustee/Director]s of the [Trust/Company]; or (2) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of [Trustee/Director]s of the [Trust/Company] who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the [Trust/Company] or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund[Trust/Company], unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund [Trust/Company] at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors [Trustee/Director]s of the Fund [Trust/Company] or by a vote of a majority of the outstanding voting shares of the Fund[Trust/Company], or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the Fund[Trust/Company]. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved shalx xxxx xpproved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series until the Reapproval Date set forth for two (2) years from the effective date of such Series in Schedule A to this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for xxxxxx xor the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxx xxspect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This With respect to each Series identified as a Series on Schedule A hereto on the date of this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November 30, 2023 with respect to each such Series of this Agreement. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Directors of the Company, or (ii) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Company or the Manager, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Series that was added to Schedule A hereto as a Series after the date of this Agreement, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement or (ii) the date upon which the shares of the Series are first written abovesold to the public, subject to the condition that the FundCompany's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each such Series, shall have approved this Agreement. Unless terminated earlier as provided hereinherein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two (2) years from the effective date of this Agreementits effectiveness (as identified above) with respect to that Series. Thereafter, and unless earlier terminated with respect to a Series, the Agreement shall continue from year to year thereafter in full force and effect with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by (i) by the vote of a majority of the Board of Directors of the FundCompany, or (ii) by vote of a majority of the outstanding voting shares of the such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Fund Company who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Company or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Company at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund Company or by a vote of a majority of the outstanding voting shares of the FundCompany, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each SeriesSerixx, shall xxxxl have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreementuntil November 30, 2006, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called mxxxxxx xalled for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement Axxxxxxxx with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have xxxxx xave approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for calxxx xxx the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxx xxxpect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerxxx Xxxager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each SeriesSerxxx, shall xxxll have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called mexxxxx xxlled for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with Agreexxxx xxxh respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have shxxx xxxx approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the xxx xxx purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect witx xxxxxxt to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two one (21) years year from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe xxx shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx XxxxxerTrust ox xxx Xxnager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition above or on such later date that it is approved by the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, Manager xx xxx xxe shareholders of each Series, shall have approved this AgreementXund. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series Fund (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxer, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 ActXxx) of xx the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 ActXxx) of xx the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 ActXxx) of xx a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved shalx xxxx xpproved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series until the Reapproval Date set forth for two (2) years from the effective date of such Series in Schedule A to this Agreement, Agreement and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for xxxxxx xor the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxx xxspect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall xxxxx have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called meexxxx xxxled for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with Agrxxxxxx xith respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe xxx shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxer, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each SeriesSerixx, shall xxxxl have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series for two (2) years from the effective date of this Agreementindicated above, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting xxxxxxx called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement Axxxxxxxx with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This With respect to each Series identified as a Series on Schedule A hereto on the date of this Agreement, unless earlier terminated as provided herein with respect to any such Series, this Agreement shall continue in full force and effect through November 17, 2016. Thereafter, unless earlier terminated with respect to such a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (1) the vote of a majority of the Board of Directors of the Company; or (2) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons” (as defined in the 1000 Xxx) of the Company or the Manager, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Series added to Schedule A hereto as a Series after the date of this Agreement, this Agreement shall become effective on the later of: (1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (2) the date upon which the shares of the Series are first written abovesold to the public, subject to the condition that the Fund's Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act1000 Xxx) of the Company or the Manager, xxx xxe and the shareholders of each such Series, shall have approved this Agreement. Unless earlier terminated as provided hereinherein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two (2) years from the effective date of this Agreementits effectiveness (as identified above) with respect to that Series. Thereafter, and unless earlier terminated with respect to a Series, the Agreement shall continue from year to year thereafter in full force and effect with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by: (i1) by the vote of a majority of the Board of Directors of the Fund, Company; or (ii2) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Fund Company who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act1000 Xxx) of the Fund Company or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act1000 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Company at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Company or by a vote of a majority of the outstanding voting shares of the FundCompany, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved xxxx xxproved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for cxxxxx xxr the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxx xxxpect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act)Trust, and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called meetxxx xxxxed for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with Agrexxxxx xith respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective take effect on the effective date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the ManagerRegistration Statement, xxx xxe shareholders of each Seriesand shall continue in effect, shall have approved this Agreement. Unless unless sooner terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective such date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as each such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act)Fund, and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund or txx Xxxxxerthe Adviser, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (iA) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (iiB) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Seriestime for any reason, without the payment of any penalty, by vote of a majority of the entire Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) 60 days' written notice to the ManagerAdviser, or by the Manager Adviser at any time, without the payment of any penalty, on sixty (60) 90 days' written notice to the Fund. In the event of termination for any reason, all records shall promptly be returned to the Fund, free from any claim or retention of rights by the Advisor. This Agreement will automatically and immediately terminate in the event of its "assignment" assignment (as described defined in the 1940 Act). Adviser agrees that it will keep confidential and not disclose or use any records of or information in its possession relating to the Fund obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any information obtained pursuant to the investment advisory relationship, and disclose such information only if the Fund has authorized such disclosure, or if such disclosure is expressly required by federal or state regulatory authorities.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have xxxxx xave approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreementwith respect to each Fund until December 31, 2005 and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called meetxxx xxxxed for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement approve or continux xxxx Xgreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series until the Reapproval Date set forth for two (2) years from the effective date of such Series on Schedule A to this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the such Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for xxxxxx xor the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxx xxspect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from with respect to each Fund ending on the effective date of this Agreement, indicated on SCHEDULE A and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This With respect to each Series identified as a Series on Schedule A hereto on the date of this Agreement, unless earlier terminated as provided herein with respect to any such Series, this Agreement shall continue in full force and effect through November 17, 2016. Thereafter, unless earlier terminated with respect to such a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (1) the vote of a majority of the Board of Directors of the Company; or (2) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons” (as defined in the 1900 Xxx) of the Company or the Manager, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Series added to Schedule A hereto as a Series after the date of this Agreement, this Agreement shall become effective on the later of: (1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (2) the date upon which the shares of the Series are first written abovesold to the public, subject to the condition that the Fund's Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act1900 Xxx) of the Company or the Manager, xxx xxe and the shareholders of each such Series, shall have approved this Agreement. Unless earlier terminated as provided hereinherein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two (2) years from the effective date of this Agreementits effectiveness (as identified above) with respect to that Series. Thereafter, and unless earlier terminated with respect to a Series, the Agreement shall continue from year to year thereafter in full force and effect with respect to each such Series so long as for periods of one year, provided that such continuance is specifically approved at least annually by: (i1) by the vote of a majority of the Board of Directors of the Fund, Company; or (ii2) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Fund Company who are not parties to this Agreement or "“interested persons" ” (as defined in the 1940 Act1900 Xxx) of the Fund Company or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act1900 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Company at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Company or by a vote of a majority of the outstanding voting shares of the FundCompany, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' ’ written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' ’ written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its "“assignment" ” as described defined in the 1940 Act.

Continuation and Termination. This Agreement shall become effective take effect on the ---------------------------- date first written above, subject to the condition that the Fund's Board of Directorsand shall continue in effect, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless unless sooner terminated as provided hereinherein through October 31, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement2001, and shall continue from year to year thereafter with respect to each Series Portfolio so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, Trustees; or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined Portfolio; provided, further, in the 1940 Act), and provided either event that continuance is also approved by the vote of a majority of the Board of Directors of the Fund Trustees who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective Portfolio shall be effective to continue this Agreement with respect to such Series Portfolio notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Portfolio or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund Trustees or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a SeriesPortfolio, by vote of a majority of the outstanding voting shares of such SeriesPortfolio, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty ninety (6090) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described defined in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have shxxx xxxx approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for calxxx xxx the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxx xxxpect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective ---------------------------- on the date first written above, subject to the condition that the FundTrust's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall xxxxx have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called meexxxx xxxled for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with Agrxxxxxx xith respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from with respect to each Fund ending on the effective date of this Agreement, indicated on Schedule A and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to approve or continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act)Trust, and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called meetinx xxxxxx for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any Attachment A-7 approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with Agreemxxx xxxh respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsBoard, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series for two (2) years from the effective date of this Agreementindicated above, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the FundTrust, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become ---------------------------- effective on the date first written above, subject to the condition that the Fund's Board of DirectorsTrustees, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act0000 Xxx) of the Manager, xxx xxe and the shareholders of each Series (which may consist of the Manager in its capacity as sole shareholder of each Series), shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreementthrough December 31, 2002, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund or txx Xxxxxerthe Manager, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective take effect on the date first written above, subject to the condition that the Fund's Board of Directorsand shall continue in effect, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless unless sooner terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective such date of this Agreement, and shall continue from year to year thereafter with respect to each Series Portfolio so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, Trustees; or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined Portfolio; provided, further, in the 1940 Act), and provided either event that continuance is also approved by the vote of a majority of the Board of Directors of the Fund Trustees who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act0000 Xxx) of the Fund Trust, Manager, or txx XxxxxerPortfolio Advisor, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act0000 Xxx) of a Series shaxx xx xxfective Portfolio shall be effective to continue this Agreement with respect to such Series Portfolio notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series Portfolio or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated (i) by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund Trustees or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a SeriesPortfolio, by vote of a majority of the outstanding voting shares of such SeriesPortfolio, on sixty (60) days' written notice to the ManagerManager and the Portfolio Advisor, or (ii) by the Manager at any time, without the payment of any penalty, on sixty ninety (6090) days' written notice to the FundTrust and the Portfolio Advisor, or (iii) by the Portfolio Advisor at any time, without the payment of any penalty, on ninety (90) days' written notice to the Trust and the Manager. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described defined in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the FundTrust's Board of DirectorsBoard, including a majority of those Directors Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe and the shareholders of each Series, shall have approved shalx xxxx xpproved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series for two (2) years from the effective date of this Agreementindicated above, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the FundTrust, or (ii) by the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manager, cast in person at a meeting called for xxxxxx xor the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be effective to continue this Agreement with respect xxxx xxspect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors Trustees of the FundTrust, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act)Trust, and provided continuance is also approved by the vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund Trust or txx Xxxxxerthe Manxxxx, cast xxst in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective shall be efxxxxxxx to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the FundTrust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting shares of the FundTrust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).

Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series Fund (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxer, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" (as described in the 1940 Act).