Common use of Duration, Termination and Amendment Clause in Contracts

Duration, Termination and Amendment. (a) This Agreement shall become effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) date recited in the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described hereinfirst paragraph hereof, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities Board of Trustees, and by the vote of those Trustees who are not “interested persons” of the Fund Trust (the “Independent Trustees”) and if a Plan (iiunder Rule 12b-1 under the ▇▇▇▇ ▇▇▇) is in effect, by the vote of a majority of those the Independent Trustees who are not parties to such Plan or this Agreement and have no financial interest in the operation of such Plan or interested persons of in any agreements related to such party Plan (“Plan Trustees”), in each case cast in person at a meeting called for the purpose of voting on such approvalthis Agreement. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those the Trustees who are not parties to this Agreement or interested persons or, if a Plan is in effect by a vote of any such party a majority of the Plan Trustees, or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the relevant Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to a Plan, and the parties agree to treat this Agreement as a Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought. (d) Distributor agrees to notify the Trust immediately in the event of its suspension or expulsion by FINRA. Expulsion of the Distributor by FINRA will automatically terminate the Agreement. Suspension of the Distributor by FINRA will terminate this Agreement immediately upon notice of termination by the Trust to the Distributor following such suspension.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually annually: (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, Fund or (ii) by the Distributor, Distributor on at least sixty (60) days’ days prior written noticenotice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought. (c) Upon termination of this Agreement, the Distributor agrees to cooperate in the orderly transfer of distribution duties and shall deliver to the Trust or as otherwise directed by the Trust (at the expense of the Trust) all records and other documents made or accumulated in the performance of its duties for the Trust hereunder. In the event the Distributor gives notice of termination under this Agreement, it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to one hundred and twenty (120) days, provided that the Trust uses all reasonable commercial efforts to appoint such replacement on a timely basis.

Duration, Termination and Amendment. (a) This Agreement shall become effective separately with respect to each Fund on the latest of (i) the date set forth aboveClosing Date, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date first set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years one year from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities Board of the Fund Trustees, and (ii) by the vote of a majority of those Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or interested persons of in any agreements related to such party plan, cast in person at a meeting called for the purpose of voting on such the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those the Independent Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund; and (iii) the selection and nomination of those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such “interested persons” of the Trust. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) As soon as reasonably practicable following the termination or expiration of this Agreement, the Distributor agrees to transfer any such records maintained by the Distributor on behalf of the Trust pursuant to applicable law to the Trust, or at the request of the Trust, to any replacement provider of the services, or to such other person as the Trust may direct. In the event the Distributor gives notice of termination under this Agreement, the Distributor will continue to provide the services hereunder until a replacement distributor is in place, for a reasonable period of time up to 120 days after termination of this Agreement, subject to the terms of this Agreement, including compensation, provided that the Trust uses all reasonable commercial efforts to appoint such replacement on a timely basis. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, above and unless terminated as provided herein, shall continue for two years one year from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities Board of the Fund Trustees, and (ii) by the vote of a majority of those Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or interested persons of in any agreements related to such party plan, cast in person at a meeting called for the purpose of voting on such the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those the Independent Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plan, and this Agreement constitutes a Rule 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund; and (iii) the selection and nomination of those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such “interested persons” of the Trust; (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth aboveMay 1, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein2017, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities Board of the Fund Trustees, and (ii) by the vote of a majority of those Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or interested persons of in any agreements related to such party plan, cast in person at a meeting called for the purpose of voting on such the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those the Independent Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought. (c) This Agreement supersedes any and all oral or written agreements heretofore made relating to the subject matter hereof, including the Distribution Agreement between the Trust and “State Street Global Markets, LLC” effective, July 1, 2004, and contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority as of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described hereinClosing Date, and unless terminated as provided herein, shall continue for two years from its effective datedate (“Initial Term”), and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or (ii) interested persons of any such party or (iiiii) by vote of a majority of the outstanding voting securities of the Fund, or (iv) by the Distributor, on at least sixty (60) days’ days prior written noticenotice after the Initial Term. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) If Distributor fails to deliver the specific services set forth herein and acts in a negligent manner, Distributor shall be given thirty (30) days written notice to cure. If Distributor fails to cure within thirty (30) days after written notice to Vigilant, the Trust shall have the right to terminate this Agreement. Notwithstanding the foregoing, either party shall have the right to terminate this Agreement immediately for cause, including, without limitation, material regulatory breach, material nonperformance, willful misconduct, fraud, or gross negligence by either party. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective dateuntil September 1, 2017, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act▇▇▇▇ ▇▇▇. (b) The Distributor agrees to notify the Investment Adviser immediately in the event of its expulsion or suspension by FINRA. The Trust shall be entitled to terminate this Agreement immediately upon notice to the Distributor in the event that FINRA expels or suspends the Distributor. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective dateuntil [ ], 2025, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) The Distributor agrees to notify the Investment Adviser immediately in the event of its expulsion or suspension by ▇▇▇▇▇. The Trust shall be entitled to terminate this Agreement immediately upon notice to the Distributor in the event that FINRA expels or suspends the Distributor. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above__________, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein2011, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities Board of the Fund Trustees, and (ii) by the vote of a majority of those Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or interested persons of in any agreements related to such party plan, cast in person at a meeting called for the purpose of voting on such the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those the Independent Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund; and (iii) the selection and nomination of those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such “interested persons” of the Trust; (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth aboveMay 1, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein2017, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities Board of the Fund Trustees, and (ii) by the vote of a majority of those Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or interested persons of in any agreements related to such party plan, cast in person at a meeting called for the purpose of voting on such the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those the Independent Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund; and (iii) the selection and nomination of those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such “interested persons” of the Trust; (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought; (d) This Agreement supersedes any and all oral or written agreements heretofore made relating to the subject matter hereof, including the Distribution Agreement between the Trust and “State Street Global Markets, LLC” effective, July 1, 2004, and contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act▇▇▇▇ ▇▇▇. (b) The Distributor agrees to notify the Investment Adviser immediately in the event of its expulsion or suspension by FINRA. The Trust shall be entitled to terminate this Agreement immediately upon notice to the Distributor in the event that FINRA expels or suspends the Distributor. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two (2) years from its effective date, and thereafter from year to year, provided such continuance is approved annually by vote of (i) by vote of a majority of the Trustees Board members or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees Board members who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds (i) each Fund by vote of a majority of those Trustees Board members who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty ninety (6090) days’ days prior written noticenotice to the Distributor. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought. (c) Upon termination of this Agreement, the Distributor agrees to cooperate in the orderly transfer of distribution duties and shall deliver promptly to the Trust or as otherwise directed by the Trust all records and other documents made or accumulated in the Distributor’s performance of its duties for the Trust hereunder. ​ (d) In the event that the Distributor gives notice of termination under this Agreement, it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to 120 days, provided the Trust uses all reasonable commercial efforts to appoint a replacement on a timely basis.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) As soon as reasonably practicable following the termination or expiration of this Agreement, the Distributor agrees to transfer any such records maintained by the Distributor on behalf of the Trust pursuant to applicable law to the Trust, or at the request of the Trust, to any replacement provider of the services, or to such other person as the Trust may direct. In the event the Distributor gives notice of termination under this Agreement, the Distributor will continue to provide the services hereunder until a replacement distributor is in place, for a reasonable period of time up to 120 days after termination of this Agreement, subject to the terms of this Agreement, including compensation, provided that the Trust uses all reasonable commercial efforts to appoint such replacement on a timely basis. (c) Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund. (d) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) As soon as reasonably practicable following the termination or expiration of this Agreement, the Distributor agrees to transfer any such records maintained by the Distributor on behalf of the Trust pursuant to applicable law to the Trust, or at the request of the Trust, to any replacement provider of the services, or to such other person as the Trust may direct. In the event the Distributor gives notice of termination under this Agreement, the Distributor will continue to provide the services hereunder until a replacement distributor is in place, for a reasonable period of time up to 120 days after termination of this Agreement, subject to the terms of this Agreement, including compensation, provided that the Trust uses all reasonable commercial efforts to appoint such replacement on a timely basis. (c) Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund. (d) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor or (ii) by the Distributor on at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided hereinherein with respect to any or all Funds, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees trustees on the Board or by the vote of a majority of the outstanding voting securities of the Fund applicable Funds and (ii) by the vote of a majority of those Trustees trustees on the Board who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party the trustees on the Board or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act▇▇▇▇ ▇▇▇. (b) The Distributor agrees to notify the Trust as promptly as reasonably practicable under the circumstances in the event of its expulsion or suspension by FINRA. Expulsion of the Distributor by FINRA will automatically terminate this Agreement immediately without notice. Suspension of the Distributor by FINRA will terminate this Agreement effective immediately upon written notice of termination to the Distributor from the Trust. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above_____________, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein2007, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities Board of the Fund Trustees, and (ii) by the vote of a majority of those Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) and if a Distribution Plan is in effect, by the vote of those Trustees who are not “interested persons” of the Trust and who are not parties to such Distribution Plan or this Agreement and have no financial interest in the operation of such Distribution Plan or interested persons of in any agreements related to such party Distribution Plan, cast in person at a meeting called for the purpose of voting on such the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those the Independent Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to a Distribution Plan, and this Agreement constitutes a 12b-1 plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become effective separately with respect to each Fund on the latest of (i) date it is approved by the date set forth above, (ii) the date on which a majority Shareholders of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, Trust and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue in effect for two years from its effective date, a period of one year and thereafter from year to year, provided but only so long as such continuance continuation is specifically approved at least annually at a meeting of the Trustees in accordance with the requirements of the 1940 Act. (b) This Agreement (i) may be terminated by the Advisor at any time without penalty upon giving the Trust forty-five (45) days' prior written notice (which notice may be waived by a majority of the Trustees including a Majority of the Investor Trustees) if the Trust is in breach of this Agreement in any material respect and (ii) may be terminated on behalf of the Trust at any time without penalty upon giving the Advisor sixty (60) days' prior written notice (which notice may be waived by the Advisor) by the vote of a majority of the Trustees or by the vote of the holders of a majority "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund Trust at the time outstanding and (ii) by the vote of a majority of those Trustees who are not parties entitled to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ prior written noticevote. This Agreement shall terminate automatically terminate without the payment of any penalty in the event of its assignment (as "assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified " is defined in the 1940 Act. ). Furthermore, upon the occurrence of a "Disabling Event" (bas such term is defined in the operating agreement of the initial Shareholder) No provision and the cessation of the service to the initial Shareholder by the first managing member named in such operating agreement (or an affiliate thereof) as managing member thereof, the Advisor shall promptly resign, this Agreement shall be terminated and no Advisory Fee shall be payable for any period after such cessation. Termination shall not affect any rights either party may be changed, waived, discharged or terminated except by an instrument in writing signed by both partieshave against the other hereunder as of the date of such termination.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each a Fund on the latest as of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described hereinin ▇▇▇▇▇ ▇▇ hereto, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund Board, and (ii) by the vote of a majority of those Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) and, for the Funds that have adopted a 12b-1 Plan, by the vote of those Trustees who are not “interested persons” of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or interested persons of in any agreements related to such party plan, cast in person at a meeting called for the purpose of voting on such the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those the Independent Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days’ prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the 1940 Act) of each affected Fund; and (iii) the selection and nomination of those Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such “interested persons” of the Trust; (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought; (d) This Agreement supersedes any and all oral or written agreements heretofore made relating to the subject matter hereof, and contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two (2) years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approvalapproval (subject to any applicable order or orders of the SEC, any rules or regulations adopted by, or interpretive releases of, the SEC, or any guidance issued by the SEC staff). This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth aboveApril 25, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein2012, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities Board of the Fund Trustees, and (ii) by the vote of a majority of those Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or interested persons of in any agreements related to such party plan, cast in person at a meeting called for the purpose of voting on such the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those the Independent Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund; and (iii) the selection and nomination of those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such “interested persons” of the Trust; (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth aboveMarch 31, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein2009, and unless terminated as provided herein, shall continue for two years from its effective dateuntil August 1, 2010, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act▇▇▇▇ ▇▇▇. (b) The Distributor agrees to notify the Adviser immediately in the event of its expulsion or suspension by FINRA. Expulsion of the Distributor by FINRA will automatically terminate this Agreement immediately without notice. Suspension of the Distributor by FINRA will terminate this Agreement effective immediately upon written notice of termination to the Distributor from the Adviser. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth aboveMay 1, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein2017, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities Board of the Fund Trustees, and (ii) by the vote of a majority of those Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or interested persons of in any agreements related to such party plan, cast in person at a meeting called for the purpose of voting on such the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those the Independent Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund; and (iii) the selection and nomination of those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such “interested persons” of the Trust; (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought; (d) This Agreement supersedes any and all oral or written agreements heretofore made relating to the subject matter hereof, including the Distribution Agreement between the Trust and “State Street Global Markets, LLC” effective, September 22, 2000, and contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. No party may assign this agreement nor any rights, privileges, duties or obligations hereunder without the prior written consent of the other party. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “"vote of a majority of the outstanding voting securities,” “" "assignment,” “" "affiliated person” " and “"interested person” " shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one each Fund or more Funds in its entirety (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ 90days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties. (c) As soon as reasonably practicable following the termination or expiration of this Agreement, the Distributor agrees to transfer any such records maintained by the Distributor on behalf of the Trust pursuant to applicable law to the Trust, or at the request of the Trust, to any replacement provider of the services, or to such other person as the Trust may direct.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth aboveDecember 1, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein2006, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities Board of Directors, and by the vote of those Directors who are not “interested persons” of the Fund (the “Independent Directors”) and if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Directors who are not “interested persons” of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to such Plan or this Agreement and have no financial interest in the operation of such Plan or interested persons of in any agreements related to such party Plan, cast in person at a meeting called for the purpose of voting on such the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Portfolio (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party the Independent Directors or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Fund. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Fund’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority upon termination of the Trustees approves the agreementDistribution Agreement dated as of July 24, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of 2007 between the Fund and (ii) the Distributor due to an assignment or change in control, provided that this Agreement shall not take effect unless it has first been approved by the a vote of a majority of those Trustees Directors of the Fund who are not parties to this Agreement or interested persons of any such party party, cast in person at a meeting called for the purpose of voting on such approvalapproval (the “Start Date”), and shall continue thereafter throughout the period that ends two (2) years after the Start Date. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Portfolio (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party the Independent Directors or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Fund. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans, and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Fund’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth aboveAugust 13, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein2008, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act▇▇▇▇ ▇▇▇. (b) The Distributor agrees to notify the Adviser immediately in the event of its expulsion or suspension by FINRA. Expulsion of the Distributor by FINRA will automatically terminate this Agreement immediately without notice. Suspension of the Distributor by FINRA will terminate this Agreement effective immediately upon written notice of termination to the Distributor from the Adviser. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be come effective separately with respect to each Fund on the latest of (i) date it is approved by the date set forth above, (ii) the date on which a majority Shareholders of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, Trust and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue in effect for an initial period of two years from its effective date, and thereafter from year to year, provided but only so long as such continuance continuation is specifically approved at least annually at a meeting of the Trustees in accordance with the requirements of the 1940 Act. (b) This Agreement (i) may be terminated by the Advisor at any time without penalty upon giving the Trust forty-five (45) days' prior written notice (which notice may be waived by a majority of the Trustees including a Majority of the Investor Trustees) if the Trust is in breach of this Agreement in any material respect and (ii) may be terminated on behalf of the Trust at any time without penalty upon giving the Advisor sixty (60) days' prior written notice (which notice may be waived by the Advisor) by the vote of a majority of the Trustees or by the vote of the holders of a majority "majority" (as defined in the 1940 Act) of the outstanding voting securities of the Fund and (ii) by Trust at the vote of a majority of those Trustees who are not parties time outstandi▇▇ ▇▇▇ ▇ntitled to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ prior written noticevote. This Agreement shall terminate automatically terminate without the payment of any penalty in the event of its assignment (as "assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified " is defined in the 1940 Act. ). Furthermore, upon the occurrence of a "Disabling Event" or delivery of a "Removal Notice" (bas such terms are defined in the operating agreement of the initial Shareholder) No provision and the cessation of the service to the 681032 initial Shareholder by the first managing member named in such operating agreement (or an affiliate thereof) as managing member thereof, the Advisor shall promptly resign, this Agreement shall be terminated and no Advisory Fee shall be payable for any period after such cessation. Termination shall not affect any rights either party may be changed, waived, discharged or terminated except by an instrument in writing signed by both partieshave against the other hereunder as of the date of such termination.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. No party may assign this Agreement nor any rights, privileges, duties or obligations hereunder without the prior written consent of the other party. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) The addition or removal of any Fund on Exhibit A shall in no way affect the rights and duties under this Agreement with respect to any other Fund listed on the most current version Exhibit A, as amended. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, above and unless terminated as provided herein, shall continue for two years one year from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities Board of the Fund Trustees, and (ii) by the vote of a majority of those Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not “interested persons” of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or interested persons of in any agreements related to such party plan, cast in person at a meeting called for the purpose of voting on such the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those the Independent Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plan, and this Agreement constitutes a Rule 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of each affected Fund; and (iii) the selection and nomination of those Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such “interested persons” of the Trust; (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought; (d) This Agreement supersedes any and all oral or written agreements heretofore made relating to the subject matter hereof, including the Distribution Agreement between the Trust and “State Street Global Markets, LLC” effective, August 1, 2009, and contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person (to the extent an in-person vote is required by law or the applicable Fund’s prospectus) at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

Duration, Termination and Amendment. (a) a. This Agreement shall become effective separately on the date first written above. Unless sooner terminated as provided in this Section 12, this Agreement shall continue in effect until one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year with respect to each Fund on the latest of Party (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to yearrespective Funds), provided that such continuance is specifically approved annually with respect to that Fund Party at least annually: (i1) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees members of the Fund Party's Board who are not parties to this Agreement or "interested persons persons" of any such party cast in person at party; and (2) by the Fund Party's Board or by a meeting called for vote of a "majority of the purpose outstanding voting securities" of voting on such approval. This the Fund Party; provided, however, that this Agreement may be terminated by a Fund Party at any time without the payment of any penalty, by vote of a majority of the entire Board or a vote of a "majority of the outstanding voting securities" of the Fund Party, on sixty (60) days prior written notice to the Administrator or by the Administrator at any time, without the payment of any penalty, as to one or more Funds (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. This Agreement shall automatically terminate without notice to the payment of any penalty in the event of its assignmentaffected Fund Party or Fund Parties. As used in this paragraphAgreement, the terms “vote of a "majority of the outstanding voting securities,” “assignment,” “affiliated person” " and “"interested person” persons" shall have the respective meanings specified same meaning as such terms have in the 1940 Act. b. Upon termination of this Agreement, the affected Fund Party or Fund Parties on behalf of their respective Funds shall pay to the Administrator such compensation and any reasonable and fully documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. c. Notwithstanding the above, this Agreement will terminate automatically with respect to any Fund or Fund Party that is (b1) No provision the acquired fund under any agreement and plan of reorganization approved by the appropriate Board and the shareholders of that Fund or Fund Party; or (2) liquidated in accordance with the terms of a plan of liquidation approved by Board and the shareholders of that Fund or Fund Party, if applicable. The termination of this Agreement with respect to such Funds or Fund Parties will be effective on the closing date of the reorganization or liquidation, as applicable. d. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. e. This Agreement may be changed, waived, discharged modified or terminated except amended from time to time by an instrument in writing signed by both partiesmutual written agreement of the parties hereto.

Duration, Termination and Amendment. (a) This Agreement shall become effective separately with respect as to each Fund on the latest as of (i) the date set forth aboveopposite the Fund’s name on Annex I hereto, (ii) provided that this Agreement has been approved by the date on which vote of a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter members of the Fund as described hereinBoard of Trustees of the Trust who are not parties to this Agreement nor “interested persons” of the Trust or the Distributor, and unless cast in person at a meeting called for the purpose of voting on such approval. Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to a Fund for a period of two years from its effective date, and thereafter from year to year, provided such continuance is specifically approved annually by (ia) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities members of the Fund and (ii) by Board of Trustees of the vote of a majority of those Trustees Trust who are not parties to this Agreement nor “interested persons” of the Trust or interested persons of any such party the Distributor, cast in person at a meeting called for the purpose of voting on such approval, and (b) either (i) the Board of Trustees of the Trust or (ii) the vote of a majority of the outstanding voting securities of the Fund. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by the vote of a majority of those the members of the Board of Trustees of the Trust who are not parties to this Agreement nor “interested persons” of the Trust or interested persons of any such party the Distributor or (ii) by the vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ prior written noticenotice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days’ prior written notice to the Trust. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested personpersons” shall have the respective meanings specified in the 1940 Act. (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above[_________], (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein2008, and unless terminated as provided herein, shall continue for two years from its effective dateuntil _________, [2010] and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written noticenotice to the Distributor. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act1▇▇▇ ▇▇▇. (b) The Distributor agrees to notify the Investment Adviser immediately in the event of its expulsion or suspension by the FINRA. Expulsion of the Distributor by the FINRA will automatically terminate this Agreement immediately without notice. Suspension of the Distributor by the FINRA will terminate this Agreement effective immediately upon written notice of termination to the Distributor from the Investment Adviser. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, in any case on at least sixty (60) days’ days prior written noticenotice to the other party. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act▇▇▇▇ ▇▇▇. (b) The Distributor agrees to notify the Adviser immediately in the event of its expulsion or suspension by FINRA. Expulsion of the Distributor by FINRA will automatically terminate this Agreement immediately without notice. Suspension of the Distributor by FINRA will terminate this Agreement effective immediately upon written notice of termination to the Distributor from the Adviser. (c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both partiesthe party against which an enforcement of the change, waiver, discharge or termination is sought.

Duration, Termination and Amendment. (a) This Agreement shall become be effective separately with respect to each Fund on the latest of (i) the date set forth above, (ii) the date on which a majority of the Trustees approves the agreement, (iii) the date on which the Fund commences operations, and (iv) the date on which the Distributor commences acting as the principal underwriter of the Fund as described herein, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to one or more Funds each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days’ days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act. (b) As soon as reasonably practicable following the termination or expiration of this Agreement, the Distributor agrees to transfer any such records maintained by the Distributor on behalf of the Trust pursuant to applicable law to the Trust, or at the request of the Trust, to any replacement provider of the services, or to such other person as the Trust may direct. In the event the Distributor gives notice of termination under this Agreement, the Distributor will continue to provide the services hereunder until a replacement distributor is in place, for a reasonable period of time up to 120 days after termination of this Agreement, subject to the terms of this Agreement, including compensation, provided that the Trust uses all reasonable commercial efforts to appoint such replacement on a timely basis. (c) Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund. (d) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.