Common use of Continuation and Termination Clause in Contracts

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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) 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 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. With respect to any Series 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 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any Series such Series, this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 by: (i1) the vote of a majority of the Board of Trustees of the Series, Trust; or (ii2) 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 Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the Adviser, 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, the this Agreement shall become effective on the later of: (i1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’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 Trust or the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless earlier 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: (i1) the vote of a majority of the Board of Trustees of the Series, Trust; or (ii2) the vote of a majority of the outstanding voting shares of such 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 Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust 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 0000 Xxx) of a Series shall be effective to approve or continue this Agreement with respect to such Series notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any Series such Series, this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 by: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Company or the Adviser, 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, the this Agreement shall become effective on the later of: (i1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundCompany’s Board of TrusteesDirectors, including a majority of those Trustees Directors who are not interested persons (as such term is defined in the 0000 Xxx) of the Company or the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless earlier 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: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) the vote of a majority of the outstanding voting shares of such 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Company 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 0000 Xxx) of a Series shall be effective to approve or continue this Agreement with respect to such Series notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the TrustCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 of the Trust Company or by a vote of a majority of the outstanding voting shares of the TrustCompany, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this AgreementNovember 17, 2016. Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 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 AdviserManager, 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, 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 sold to the public, subject to the condition that the FundTrust’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 AdviserManager, 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 AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any Series such Series, this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 by: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Company or the Adviser, 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, the this Agreement shall become effective on the later of: (i1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundCompany’s Board of TrusteesDirectors, including a majority of those Trustees Directors who are not interested persons (as such term is defined in the 0000 Xxx) of the Company or the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless earlier 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: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) the vote of a majority of the outstanding voting shares of such 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Company 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 0000 Xxx) of a Series shall be effective to approve or continue this Agreement with respect to such Series notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the TrustCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 of the Trust Company or by a vote of a majority of the outstanding voting shares of the TrustCompany, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 for two years from the effective date of this Agreement with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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) 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 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. With respect to any Series 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 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 for two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 SeriesPortfolio, 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 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. With respect to any Series that was added to Schedule A hereto as a Series after the date of this AgreementAmendment, 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 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined described in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 SeriesPortfolio, 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 Trustees of the Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series or the Adviser, 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 AgreementAmendment, 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 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 1000 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 1000 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 0000 1000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined described in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this AgreementNovember 17, 2016. Thereafter, unless earlier terminated as provided herein 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 [Trustee/Director]s of the Series[Trust/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 Trustees [Trustee/Director]s of the Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series or the AdviserManager, 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 sold to the public, subject to the condition that the Fund[Trust/Company]’s Board of Trustees[Trustee/Director]s, including a majority of those Trustees [Trustee/Director]s who are not interested persons (as such term is defined in the 0000 Xxx) of the AdviserManager, 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 [Trustee/Director]s 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 [Trustee/Director]s of the Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series or the AdviserManager, 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 0000 Xxx) of a Series 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 [Trust/Company], unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Trust [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 the Trust [Trust/Company] or by a vote of a majority of the outstanding voting shares of the [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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the [Trust/Company]. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any Series such Series, this Agreement shall continue in full force and effect through for two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 by: (i1) the vote of a majority of the Board of Trustees of the Series, Trust; or (ii2) 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 Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the Adviser, 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, the this Agreement shall become effective on the later of: (i1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’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 Trust or the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless earlier 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: (i1) the vote of a majority of the Board of Trustees of the Series, Trust; or (ii2) the vote of a majority of the outstanding voting shares of such 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 Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust 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 0000 Xxx) of a Series shall be effective to approve or continue this Agreement with respect to such Series notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any Series such Series, this Agreement shall continue in full force and effect through for two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 by: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Company or the Adviser, 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, the this Agreement shall become effective on the later of: (i1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundCompany’s Board of TrusteesDirectors, including a majority of those Trustees Directors who are not interested persons (as such term is defined in the 0000 Xxx) of the Company or the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless earlier 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: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) the vote of a majority of the outstanding voting shares of such 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Company 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 0000 Xxx) of a Series shall be effective to approve or continue this Agreement with respect to such Series notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the TrustCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 of the Trust Company or by a vote of a majority of the outstanding voting shares of the TrustCompany, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any Series such Series, this Agreement shall continue in full force and effect through for two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 by: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Company or the Adviser, 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, the this Agreement shall become effective on the later of: (i1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundCompany’s Board of TrusteesDirectors, including a majority of those Trustees Directors who are not interested persons (as such term is defined in the 0000 1000 Xxx) of the Company or the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless earlier 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: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) the vote of a majority of the outstanding voting shares of such 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Company 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 0000 1000 Xxx) of a Series shall be effective to approve or continue this Agreement with respect to such Series notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the TrustCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 of the Trust Company or by a vote of a majority of the outstanding voting shares of the TrustCompany, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 for two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 SeriesPortfolio, 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 Trustees of the Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series or the Adviser, 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 AgreementAmendment, 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 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 1000 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 1000 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 0000 1000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined described in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” (as defined described in the 1940 Act).

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series Series, this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this AgreementDecember 31, 2007. Thereafter, unless earlier terminated as provided herein 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 SeriesFund, 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 Trustees of the Series Fund who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Fund or the AdviserManager, 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 AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; 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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesFund, or (ii) by the vote of a majority of the outstanding voting shares of such 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 Series Fund who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Fund or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any Series such Series, this Agreement shall continue in full force and effect through for two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 by: (i1) the vote of a majority of the Board of Trustees of the Series, Trust; or (ii2) 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 Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Trust or the Adviser, 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, the this Agreement shall become effective on the later of: (i1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 1000 Xxx) of the Trust or the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless earlier 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: (i1) the vote of a majority of the Board of Trustees of the Series, Trust; or (ii2) the vote of a majority of the outstanding voting shares of such 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 Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Trust 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 0000 1000 Xxx) of a Series shall be effective to approve or continue this Agreement with respect to such Series notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this Agreement. November 30, 2007 Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” (as defined described in the 1940 Act).

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date September 30, 2015 with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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) 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 Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series or the Adviser, 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, 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 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 1000 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 1000 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 0000 1000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 Directors of the SeriesPortfolio, 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 Trustees 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 Adviser, 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 AgreementAmendment, 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 sold to the public, subject to the condition that the Fund’s Board of TrusteesDirectors, including a majority of those Trustees Directors 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 Directors 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 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 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 0000 Xxx) of a Series 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 TrustCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust Company or by a vote of a majority of the outstanding voting shares of the TrustCompany, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined described in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any Series such Series, this Agreement shall continue in full force and effect through two years from the effective date September 30, 2015 with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 by: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Company or the Adviser, 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, the this Agreement shall become effective on the later of: (i1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundCompany’s Board of TrusteesDirectors, including a majority of those Trustees Directors who are not interested persons (as such term is defined in the 0000 1000 Xxx) of the Company or the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless earlier 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: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) the vote of a majority of the outstanding voting shares of such 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Company 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 0000 1000 Xxx) of a Series shall be effective to approve or continue this Agreement with respect to such Series notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the TrustCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 of the Trust Company or by a vote of a majority of the outstanding voting shares of the TrustCompany, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this AgreementNovember 30, 2007. Thereafter, unless earlier terminated as provided herein 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 SeriesFund, 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 Trustees of the Series Fund who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx1940 Act) of the Series Fund or the AdviserManager, cast in person at a meeting xxxxxxx 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 AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; 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 's Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx1940 Act) of the AdviserManager, and the shareholders of such SeriesSerxxx, shall xxxll 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: by (i) the vote of a majority of the Board of Trustees of the SeriesFund, 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 Fund who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx1940 Act) of the Series Fund or the AdviserManager, cast in person at a meeting xxxxxxx 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from form the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the Adviser, 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, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; this Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this Agreementeffect through November 17, 2016. Thereafter, unless earlier terminated as provided herein 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 (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; this Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this Agreement. November 30, 2007 Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 for two years from the effective date of this Agreement with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 SeriesPortfolio, 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 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. 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 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined described in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date September 30, 2015 with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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) 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 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. With respect to any Series 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 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this AgreementNovember 30, 2007. Thereafter, unless earlier terminated as provided herein 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 SeriesFund, 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 Trustees of the Series Fund who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx) of the Series Fund or the AdviserManager, 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 AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; 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 '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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesFund, 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 Fund who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx) of the Series Fund or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule SCHEDULE A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this AgreementNOVEMBER 30, 2007. Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 SCHEDULE A hereto as a Series after the date of this AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule SCHEDULE A is amended to reflect the addition of such Series as a Series under the Agreement; 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 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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.shares

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 SeriesPortfolio, 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 Trustees of the Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 1940 Xxx) of xf the Series or the Adviser, 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 AgreementAmendment, 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 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 1940 Xxx) of xf 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 1940 Xxx) of xf 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 0000 1940 Xxx) of xf a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined described in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this Agreement. November 30, 2007 Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined described in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series Series, this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this AgreementDecember 31, 2007. Thereafter, unless earlier terminated as provided herein 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 SeriesFund, 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 Trustees of the Series Fund who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Fund or the AdviserManager, 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 AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; 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 AdviserManager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the (d)(1)(ii) 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: by (i) the vote of a majority of the Board of Trustees of the SeriesFund, or (ii) by the vote of a majority of the outstanding voting shares of such 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 Series Fund who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Fund or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 for two years from the effective date of this Agreement with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” (as defined described in the 1940 Act).

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series Series, this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this AgreementDecember 31, 2007. Thereafter, unless earlier terminated as provided herein 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 Directors of the SeriesFund, 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 Trustees Directors of the Series Fund who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Fund or the AdviserManager, 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 AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; 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 TrusteesDirectors, including a majority of those Trustees Directors who are not interested persons (as such term is defined in the 0000 Xxx) of the Adviser(d)(1)(ii) 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: by (i) the vote of a majority of the Board of Trustees Directors of the SeriesFund, or (ii) by the vote of a majority of the outstanding voting shares of such 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 Directors of the Series Fund who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Fund or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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) 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 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. With respect to any Series 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 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 0000 Xxx) of a Series shall be effective to continue this Agreement with (d)(3) 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this Agreement. November 30, 2007 Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx1940 Act) of the Series Trust or the AdviserManager, cast in person at a meeting called meetxxx xxxxed 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 AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; 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 Trust's Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx1940 Act) of the AdviserManager, and the shareholders of such Series, shall have xxxxx xxve 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx1940 Act) of the Series Trust or the AdviserManager, cast in person at a meeting called meetxxx xxxxed 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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) 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 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. With respect to any Series 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 (d)(4) 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 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this AgreementNovember 17, 2016. Thereafter, unless earlier terminated as provided herein 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 [Trustees/Directors] of the Series[Company/Trust], 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 Trustees [Trustees/Directors] of the Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series or the AdviserManager, 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, 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 sold to the public, subject to the condition that the Fund[Company/Trust]’s Board of [Trustees/Directors], including a majority of those Trustees [Trustees/Directors] who are not interested persons (as such term is defined in the 0000 1000 Xxx) of the AdviserManager, 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 [Trustees/Directors] 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 [Trustees/Directors] of the Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series or the AdviserManager, 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 0000 1000 Xxx) of a Series 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 [Trust/Company], unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Trust [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 the Trust [Trust/Company] or by a vote of a majority of the outstanding voting shares of the [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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the [Trust/Company]. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this Agreementeffect through November 17, 2016. Thereafter, unless earlier terminated as provided herein 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 (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Trust or the AdviserManager, 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, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; this Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 1000 Xxx) of the AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Trust or the AdviserManager, 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 0000 1000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this AgreementNovember 30, 2007. Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx1940 Act) of the Series Trust or the AdviserManager, cast in person at a meeting xx x xxeting 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 AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; 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 Trust's Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx1940 Act) of the AdviserManager, and the shareholders of such SeriesXxxxxx, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx1940 Act) of the Series Trust or the AdviserManager, cast in person at a meeting xx x xxeting 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; this Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 for two years from the effective date of this Agreement with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Trust or the AdviserManager, 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: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 1000 Xxx) of the AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Trust or the AdviserManager, 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 0000 1000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” (as defined described in the 1940 Act).

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 for two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 Directors of the SeriesPortfolio, 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 Trustees 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 Adviser, 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 AgreementAmendment, 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 sold to the public, subject to the condition that the Fund’s Board of TrusteesDirectors, including a majority of those Trustees Directors 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 Directors 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 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 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 0000 Xxx) of a Series 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 TrustCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust Company or by a vote of a majority of the outstanding voting shares of the TrustCompany, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined described in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this AgreementNovember 30, 2008. Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx1940 Act) of the Series Trust or the AdviserManager, cast in person at a meeting called for xxxxxx xor 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: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; 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 Trust's Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx1940 Act) of the AdviserManager, and the shareholders of such Series, shall have approved shalx xxxx xpproved 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx1940 Act) of the Series Trust or the AdviserManager, cast in person at a meeting called for xxxxxx xor 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 0000 Xxx1940 Act) of a Series shall be effective to continue this Agreement with respect xxxx xxspect 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ ' written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “"assignment” " as defined described in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date November 30, 2017 with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 AdviserManager, or by the Adviser Manager at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” (as defined described in the 1940 Act).

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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) 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 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. With respect to any Series 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 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.written

Continuation and Termination. With respect to each Series identified as a Series on Schedule SCHEDULE A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this AgreementNOVEMBER 30, 2007. Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 SCHEDULE A hereto as a Series after the date of this AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule SCHEDULE A is amended to reflect the addition of such Series as a Series under the Agreement; 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 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 AdviserManager, 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: 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.the

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 for two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 SeriesPortfolio, 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 Trustees of the Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series or the Adviser, 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 AgreementAmendment, 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 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 1000 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 1000 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 0000 1000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.sixty

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 two years from the effective date with respect to each such Series of this AgreementSeptember 30, 2015. Thereafter, unless earlier terminated as provided herein 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 (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Trust or the Adviser, 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, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; this Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 1000 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Trust 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 0000 1000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any Series such Series, this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 by: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 1940 Xxx) of xf the Series Company or the Adviser, 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, the this Agreement shall become effective on the later of: (i1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundCompany’s Board of TrusteesDirectors, including a majority of those Trustees Directors who are not interested persons (as such term is defined in the 0000 1940 Xxx) of xf the Company or the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless earlier 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: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) the vote of a majority of the outstanding voting shares of such 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 1940 Xxx) of xf the Series Company 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 0000 1940 Xxx) of xf a Series shall be effective to approve or continue this Agreement with respect to such Series notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the TrustCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 of the Trust Company or by a vote of a majority of the outstanding voting shares of the TrustCompany, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any Series such Series, this Agreement shall continue in full force and effect through for two years from the effective date of this Agreement with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 by: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Company or the Adviser, 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, the this Agreement shall become effective on the later of: (i1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundCompany’s Board of TrusteesDirectors, including a majority of those Trustees Directors who are not interested persons (as such term is defined in the 0000 Xxx) of the Company or the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless earlier 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: (i1) the vote of a majority of the Board of Trustees Directors of the Series, Company; or (ii2) the vote of a majority of the outstanding voting shares of such 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 Directors of the Series Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Series Company 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 0000 Xxx) of a Series shall be effective to approve or continue this Agreement with respect to such Series notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the TrustCompany, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 of the Trust Company or by a vote of a majority of the outstanding voting shares of the TrustCompany, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto 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 for two years from the effective date of this Agreement with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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) 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 Series who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series or the Adviser, 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, 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 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 1000 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 1000 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 0000 1000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any Series such Series, this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated as provided herein 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 by: (i1) the vote of a majority of the Board of Trustees of the Series, Trust; or (ii2) 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 Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 1940 Xxx) of xf the Series Trust or the Adviser, 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, the this Agreement shall become effective on the later of: (i1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii2) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 1940 Xxx) of xf the Trust or the Adviser, and the shareholders of such Series, shall have approved this Agreement. Unless earlier 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: (i1) the vote of a majority of the Board of Trustees of the Series, Trust; or (ii2) the vote of a majority of the outstanding voting shares of such 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 Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 1940 Xxx) of xf the Series Trust 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 0000 1940 Xxx) of xf a Series shall be effective to approve or continue this Agreement with respect to such Series notwithstanding: (i1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii2) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule SCHEDULE A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this AgreementNOVEMBER 30, 2007. Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 SCHEDULE A hereto as a Series after the date of this AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule SCHEDULE A is amended to reflect the addition of such Series as a Series under the Agreement; 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 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 AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 Trust who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx) of the Series Trust or the AdviserManager, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

Continuation and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this AgreementAmendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through two years from the effective date with respect to each such Series of this AgreementNovember 30, 2007. Thereafter, unless earlier terminated as provided herein 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 SeriesTrust, 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 Trustees of the Series Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 1000 Xxx) of the Series Trust or the AdviserManager, 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 AgreementAmendment, the Agreement shall become effective on the later of: of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the FundTrust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 1000 Xxx) of the AdviserManager, 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: by (i) the vote of a majority of the Board of Trustees of the SeriesTrust, 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 0000 Xxx) of a Series 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 Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the 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 the Trust or by a vote of a majority of the outstanding voting shares of the Trust, 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 Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.shares