Common use of EFFECTIVENESS, DURATION AND TERMINATION Clause in Contracts

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the each Fund as of the corresponding effective date hereofindicated in Appendix A; provided, however, that the Agreement has been approved by (i) by the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the each Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the a Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor Adviser on 60 days' ’ written notice to the Sub-advisor Adviser or (ii) by the Sub-advisor Adviser on 60 days' ’ written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to each series or class listed in Appendix A on the later of (i) August 31, 1997 or (ii) the date on which the Fund's Registration Statement relating to Shares of the Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Fund. (b) This Agreement shall continue in effect with respect to a Series Fund for a period of one year from its effectiveness and thereafter shall continue in effect with respect to the date hereofSeries until terminated; provided, however, that the Agreement has been continuance is specifically approved by at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the a vote of a majority of the outstanding voting securities of the Fund, and, in either case, Fund and (ii) by the a vote of a majority of Directors of the Trust's Trustees Fund (I) who are not parties to this Agreement or interested persons of any such party (other than as trustees Directors of the Trust), cast in person at a meeting called for the purpose of voting on such approval. Fund) and (bII) This Agreement shall remain in effect with respect to the Fund each Class of a Series for a period of two years from the date of its effectiveness and shall continue which there is an effective Plan, who do not have any direct or indirect financial interest in effect for successive annual periods with respect any such Plan applicable to the Fund; provided that such continuance is specifically approved at least annually (i) Class or in any agreements related to the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust)Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to the Fund at any timea Series, without the payment of any penalty, (i) by the Board, Board or by a vote of a majority of the outstanding voting securities of the Series or, with respect to each Class for which there is an effective Plan, a majority of Directors of the Fund who do not have any direct or by indirect financial interest in any such Plan or in any agreements related to the Advisor Plan, on 60 days' written notice to the Sub-advisor Distributor or (ii) by the Sub-advisor Distributor on 60 days' written notice to the Trust. Fund. (d) This Agreement shall automatically terminate immediately (x) upon its assignment or (y) and upon the termination of the Advisory AgreementDistributor's membership in the NASD. (e) If the Fund does not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 shall survive any termination of this Agreement with respect to a Series or Class thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund on the Fund as later of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of date first above written or (ii) the date on which the Trust's Registration Statement relating to Shares of a Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Funds. (b) This Agreement shall continue in effect with respect to a Fund for a period of one year from its effectiveness and thereafter shall continue in effect with respect to a Fund until terminated; provided, that continuance is specifically approved at least annually (i) by the Board of Trustees or by the a vote of a majority of the outstanding voting securities of the Fund, and, in either case, Fund and (ii) by the a vote of a majority of Trustees of the Trust's Trustees Trust (I) who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. ) and (bII) This Agreement shall remain in effect with respect to the each class of a Fund for a period of two years from the date of its effectiveness and shall continue which there is an effective Plan, who do not have any direct or indirect financial interest in effect for successive annual periods with respect any such Plan applicable to the Fund; provided that such continuance is specifically approved at least annually (i) class or in any agreements related to the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust)Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to the Fund at any timea Fund, without the payment of any penalty, (i) by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or by indirect financial interest in any such Plan or in any agreements related to the Advisor Plan, on 60 days' written notice to the Sub-advisor Distributor or (ii) by the Sub-advisor Distributor on 60 days' written notice to the Trust. . (d) This Agreement shall automatically terminate immediately (x) upon its assignment or (y) and upon the termination of the Advisory Distributor's membership in the NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement immediately. (f) The obligations of Sections 5(d), 6(d), 8, 9 and 10 shall survive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the corresponding effective date hereofindicated in Appendix A; provided, however, that the Agreement has been approved by (i) by the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor Adviser on 60 days' ’ written notice to the Sub-advisor Adviser or (ii) by the Sub-advisor Adviser on 60 days' ’ written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor Advisor, in each case, on 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund shall become effective as of the date hereofEffective Date; provided, however, that the Agreement has been approved by by: (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually by: (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, penalty by: (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor Adviser on 60 90 days' written notice to the Sub-advisor adviser or (ii) by the Sub-advisor adviser on 60 90 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment assignment, or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the each Fund as of the corresponding effective date hereofindicated in Appendix A; provided, however, that the Agreement has been approved by (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the each Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the a Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trust. This Agreement shall automatically terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to each Portfolio on the Fund as date on which the Trust's Registration Statement relating to the shares of the date hereof; providedPortfolio becomes effective. (b) This Agreement shall continue in effect for twenty-four months as it pertains to a Portfolio and, howeverthereafter, with respect to such Portfolio shall continue in effect for successive twelve-month periods, provided that the Agreement has been such continuance is specifically approved by at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the a vote of a majority of the outstanding voting securities of the Fund, and, in either case, Portfolio and (ii) by the a vote of a majority of Trustees of the Trust's Trustees Trust (A) who are not parties to this Agreement or interested persons of any such party and (other than as trustees B) with respect to each class of a Portfolio, who do not have any direct or indirect financial interest in any plan of distribution adopted under Rule 12b-1 under the Trust)1940 Act applicable to the class or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on such approval. (b) This . If the continuation of this Agreement shall remain is not approved, the Distributor may continue to render the services described herein in effect with respect the manner and to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's Board of Trustees or extent permitted by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval1940 Act. (c) This Agreement may be terminated at any time with respect to the Fund at any timea Portfolio, without the payment of any penalty, (i) by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund Portfolio or, with respect to each class of a Portfolio for which there is an effective plan of distribution adopted under Rule 12b-1 under the 1940 Act, a majority of Trustees of the Trust who do not have any direct or by the Advisor indirect financial interest in any such plan or in any agreements related to such plan, on 60 days' written notice to the Sub-advisor Distributor or (ii) by the Sub-advisor Distributor on 60 days' written notice to the Trust. This Agreement shall automatically terminate immediately (x) upon in the event of its assignment or (y) upon termination of the Advisory Agreementassignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor Advisor, in each case, on 60 days' ’ written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' ’ written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund or Fund, in each case on 60 days’ written notice to the Sub-advisor, (iii) by the Advisor on 60 days' ’ written notice to the Sub-advisor and the Trust, or (iiiv) by the Sub-advisor on 60 days' ’ written notice to the Advisor and the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement. (d) In the event that the Sub-advisor resigns pursuant to Section 6(c)(iv) above, and the Advisor seeks to find a replacement sub-adviser, if a replacement sub-adviser has not been hired prior to the end of the 60 day-notice period, then the Sub-advisor agrees to continue to sub-advise the Fund after the end of the 60-day notice period subject to the terms of this Agreement until a replacement sub-adviser has been hired and commences management of the Portfolio.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval, in accordance with the provisions of Section 15 of the 1940 Act and any rule, interpretation or order of the SEC. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval, in accordance with the provisions of Section 15 of the 1940 Act and any rule, interpretation or order of the SEC. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' ’ written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' ’ written notice to the Trust. This Agreement shall automatically terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund or Fund, in each case on 60 days’ written notice to the Co-Sub-advisor, (iii) by the Advisor on 60 days' ’ written notice to the Co-Sub-advisor and the Trust, or (iiiv) by the Co-Sub-advisor on 60 days' ’ written notice to the Advisor and the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement. (d) In the event that the Co-Sub-advisor resigns pursuant to Section 6(c)(iv) above, and the Advisor seeks to find a replacement sub-adviser, if a replacement sub-adviser has not been hired prior to the end of the 60 day-notice period, then the Co-Sub-advisor agrees to continue to sub-advise the Fund after the end of the 60-day notice period subject to the terms of this Agreement until a replacement sub-adviser has been hired and commences management of the Portfolio.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to each Fund on the Fund as later of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of date first above written or (ii) the date on which the Trust's Registration Statement relating to Shares of the Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Funds. (b) This Agreement shall continue in effect with respect to a Fund for a period of one year from its effectiveness and thereafter shall continue in effect with respect to a Fund until terminated; provided, that continuance is specifically approved at least annually (i) by the Board of Trustees or by the a vote of a majority of the outstanding voting securities of the Fund, and, in either case, Fund and (ii) by the a vote of a majority of Trustees of the Trust's Trustees Trust (x) who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. ) and (by) This Agreement shall remain in effect with respect to the each class of a Fund for a period of two years from the date of its effectiveness and shall continue which there is an effective Plan, who do not have any direct or indirect financial interest in effect for successive annual periods with respect any such Plan applicable to the Fund; provided that such continuance is specifically approved at least annually (i) class or in any agreements related to the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust)Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to the Fund at any timea Fund, without the payment of any penalty, (i) by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or by indirect financial interest in any such Plan or in any agreements related to the Advisor Plan, on 60 sixty (60) days' written notice to the Sub-advisor Foreside or (ii) by the Sub-advisor Foreside on 60 sixty (60) days' written notice to the Trust. The duties and obligations of Foreside and the Adviser to each other may be terminated by either party at any time with respect to a Fund, without the payment of any penalty on sixty (60) days' written notice to the other party. (d) This Agreement shall automatically terminate immediately (x) upon its assignment or (y) and upon the termination of Foreside's membership in the Advisory NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from Foreside to do so, Foreside may, at its option, terminate this Agreement immediately. (f) The obligations of Sections 5(e), 6(d), 7(b), 9, 10 and 11 shall survive any termination of this Agreement. (g) This Agreement and the rights and duties under this Agreement otherwise shall not be assignable by any party except by the specific written consent of the other parties; provided, that Foreside may assign its rights to payments hereunder at any time, with prior notice to the Adviser. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) by the vote of a majority of the Trust's Fund’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Fund’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the TrustFund), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fundperiods; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Fund’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Fund’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the TrustFund), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor Adviser on at least 60 days' ’ written notice to the Sub-advisor Adviser or (ii) by the Sub-advisor Adviser on at least 60 days' ’ written notice to the TrustFund. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor Fund, in each case on 60 days' ’ written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trustadvisor. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement. (d) This Agreement may be terminated, without the payment of any penalty, by the Advisor or the Sub-advisor, as the case may be, upon 60 days' written notice to the Fund and the Advisor or Sub-advisor, as applicable, upon the occurrence of any of the following events: A. By the Advisor in the event that: (i) the Sub-advisor shall go into liquidation or if a receiver of any of its assets is appointed; (ii) the Sub-advisor shall commit any material breach of the terms or conditions of this Agreement, which is not cured within 10 days of written notice of the nature of the breach; (iii) material damage is occurring to the reputation or goodwill of the Advisor by reason of its continued performance hereunder; (iv) the Sub-advisor or the Trust is subject to an action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign which would, in the reasonable belief of the Advisor, materially impair the ability of the Advisor or the Sub-advisor to act as investment adviser or investment subadviser to the Fund or the ability of the Advisor or the Sub-advisor to perform under this Agreement; (v) the occurrence of any event that would disqualify the Sub-advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; or

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' ’ written notice to the Sub-advisor or (ii) by the Sub-Sub- advisor on 60 days' ’ written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the a Fund as of the date hereoffirst written above; provided, howeverthat with respect to any Fund created after the initial date of this Agreement, that this Agreement shall take effect as of the date specified in Appendix A to this Agreement has been approved by following approval (i) the by a vote of a the majority of the Trust's Board of Trustees or by the vote of a majority those trustees of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees Trust who are not parties to this Agreement or interested persons of any such party party, and (other than as trustees of ii) if required by the Trust)1940 Act or applicable staff interpretations thereof, cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) the by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the Trust's Board of Trustees or date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by the vote of (1) a majority of the outstanding voting securities of the Fund, and, in either case, that Fund and (ii2) by the vote of a majority of the Trust's Trustees Board who are not interested parties to this Agreement or interested persons of any such party (other than as trustees of the Trust) (b) This Agreement shall, cast in person at with respect to a meeting called for Fund, if not earlier terminated as provided herein, terminate upon the purpose earlier of voting (i) 150 days from the date of its effectiveness or (ii) approval by Fund shareholders of a separate advisory agreement between the Adviser and the Trust on such approvalbehalf of the Fund. (c) This Agreement may be terminated with respect to the a Fund at any time, without the payment of any penalty, : (i) by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' ’ written notice to the Sub-advisor Adviser; or (ii) by the Sub-advisor Adviser on 60 days' ’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreementassignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund or Fund, in each case on 60 days’ written notice to the Sub-advisor, (iii) by the Advisor on 60 days' ’ written notice to the Sub-advisor and the Trust, or (iiiv) by the Sub-advisor on 60 days' ’ written notice to the Advisor and the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement. (d) In the event that the Sub-advisor resigns pursuant to Section 6(c)(iv) above, if a replacement sub-advisor has not been hired prior to the end of the 60 day-notice period, then the Sub-advisor agrees to continue to sub-advise the Fund after the end of the 60-day notice period subject to the terms of this Agreement until a replacement sub-advisor has been hired and commences management of the Portfolio.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' ’ written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' ’ written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain remind in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in In effect for successive annual periods period with respect to the Fund; provided that such which continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or Fund, by the Advisor Advisor, in each case, on 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' ’ written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the corresponding effective date hereofindicated in Appendix A; provided, however, that the Agreement has been approved by (i) by the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor Adviser on 60 days' ’ written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.Adviser or

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall shalt become effective with respect to the each Fund as of the corresponding effective date hereofindicated in Appendix A; provided, however, that the Agreement has been approved by (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the each Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the a Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor Adviser on 60 days' written notice to the Sub-advisor Adviser or (ii) by the Sub-advisor Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to each series or class listed in Appendix A on the later of (i) September 10, 1997 or (ii) the date on which the Company's Registration Statement relating to Shares of the Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as of such Agreement may have been deemed to relate to the date hereofFunds. (b) This Agreement shall continue in effect with respect to a Fund until October 31, 1998 and thereafter shall continue in effect with respect to a Fund until terminated; provided, however, that the Agreement has been continuance is specifically approved by at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the a vote of a majority of the outstanding voting securities of the Fund, and, in either case, Fund and (ii) by the a vote of a majority of Directors of the Trust's Trustees Company (I) who are not parties to this Agreement or interested persons of any such party (other than as trustees Directors of the Trust), cast in person at a meeting called for the purpose of voting on such approval. Company) and (bII) This Agreement shall remain in effect with respect to the each Class of a Fund for a period of two years from the date of its effectiveness and shall continue which there is an effective Plan, who do not have any direct or indirect financial interest in effect for successive annual periods with respect any such Plan applicable to the Fund; provided that such continuance is specifically approved at least annually (i) Class or in any agreements related to the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust)Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to the Fund at any timea series or class, without the payment of any penalty, (i) by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each Class of a Fund for which there is an effective Plan, a majority of Directors of the Company who do not have any direct or by indirect financial interest in any such Plan or in any agreements related to the Advisor Plan, on 60 days' written notice to the Sub-advisor Distributor or (ii) by the Sub-advisor Distributor on 60 days' written notice to the Trust. applicable Company. (d) This Agreement shall automatically terminate immediately (x) upon its assignment or assignment. (ye) upon The obligations of Sections 5(e), 5(f), 6(d), 7, 8 and 10 shall survive any termination of the Advisory Agreementthis Agreement with respect to a Fund or Company.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund or Fund, in each case on 60 days' written notice to the Sub-advisor, (iii) by the Advisor on 60 days' written notice to the Sub-advisor and the Trust, or (iiiv) by the Sub-advisor on 60 days' written notice to the Advisor and the Trust. This Agreement shall terminate immediately immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement. (d) In the event that the Sub-adviser resigns pursuant to Section 6(c)(iv) above, if a replacement sub-adviser has not been hired prior to the end of the 60 day-notice period, then, provided that the Advisor has and shall continue to use its reasonable best efforts to have a replacement sub-adviser promptly appointed, the Sub-advisor agrees to continue to sub-advise the Fund after the end of the 60-day notice period, subject to the terms of this Agreement, until a replacement sub-adviser has been hired and commences management of the Fund. Notwithstanding the foregoing, in no event shall the Sub-advisor be required to sub-advise the Fund for longer than 120 days after the termination of the 60-day ce period.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness until September 30, 2016, and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' ’ written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' ’ written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect After the second anniversary, if not terminated with respect to the Fund for a period of two years from the date of its effectiveness and Fund, this Agreement shall continue in effect for successive annual periods with respect to the FundFund thereafter; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval, in accordance with the provisions of Section 15 of the 1940 Act and any rule, interpretation or order of the SEC. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval, in accordance with the provisions of Section 15 of the 1940 Act and any rule, interpretation or order of the SEC. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trust. This Agreement shall automatically terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to each series or class listed in Appendix A. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Fund. (b) This Agreement shall continue in effect with respect to a Series Fund as for a period of one year from its effectiveness and thereafter shall continue in effect with respect to the date hereofSeries until terminated; provided, however, that the Agreement has been continuance is specifically approved by at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the a vote of a majority of the outstanding voting securities of the Fund, and, in either case, Fund and (ii) by the a vote of a majority of Directors of the Trust's Trustees Fund (I) who are not parties to this Agreement or interested persons of any such party (other than as trustees Directors of the Trust)Fund) and (II) with respect to each Class of a Series for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the Class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approvalproposal. (c) This Agreement may be terminated at any time with respect to the Fund at any timea Series or Class, without the payment of any penalty, (i) by the Board, Board or by a vote of a majority of the outstanding voting securities of the Series or, with respect to each Class for which there is an effective Plan, a majority of Directors of the Fund who do not have any direct or by indirect financial interest in any such Plan or in any agreements related to the Advisor Plan, on 60 days' written notice to the Sub-advisor Distributor or (ii) by the Sub-advisor Distributor on 60 days' written notice to the Trust. Fund. (d) This Agreement shall automatically terminate immediately (x) upon its assignment or (y) and upon the termination of the Advisory AgreementDistributor's membership in the NASD. (e) The obligations of Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall survive any termination of this Agreement with respect to a Series or Class thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's ’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' ’ written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' ’ written notice to the Trust. This Agreement shall automatically terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or and by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, and (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days6 months' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment (as that term is defined by the Advisers Act, the rules thereunder and any applicable SEC interpretation thereof) or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' written notice to the Sub-advisor Tactical Allocation Manager or (ii) by the Sub-advisor Tactical Allocation Manager, subject to the provisions of Section 7 below, on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund Funds as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the FundFunds, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund Funds for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the FundFunds; provided that such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the FundFunds, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund Funds at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund Funds or by the Advisor on 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund as of the date hereof; provided, however, that the Agreement has been approved by (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by the vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.