Common use of Term; Termination; Amendment Clause in Contracts

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This As to each Fund, this Agreement shall become effective with respect to the Fund on the same date and shall run for an initial period as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the specified for each Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 unless sooner terminated as hereinafter providedSchedule A hereto. This Agreement shall continue in force from year to year thereafter with respect to the each Fund, but only as long as such continuance is specifically approved for the each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the each Fund, the Sub-Adviser may continue to serve in such capacity for the each Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager either party on no less than sixty (60) days' ’ written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund Trust with respect to the a Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' ’ written notice to the Sub-Adviser by the FundTrust. This Agreement may be terminated with respect to the each Fund at any time without the payment of any penalty by the Manager, Manager or the Board of Trustees or by vote of a majority of the outstanding voting securities of the each Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder. Termination of this Agreement shall not affect the right of Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Management Agreement between Manager and the Trust is terminated, assigned or not renewed.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2004 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 2004 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that on which it has been is approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2003 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause as of July 31 of any year after July 31, 2005 2003 without payment of any penalty on no less than upon sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund Trust with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the FundTrust. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effectiveeffective (it being understood that the Manager shall notify the Sub-Adviser of the date of effectiveness of the Management Agreement as soon as reasonably practical after effectiveness), provided that it has been approved in the manner required by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 the two-year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fundthereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than or the Sub-Adviser upon sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Managerother parties. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees of the Fund or by a vote of a majority of the outstanding voting securities of such Fund on no less than upon sixty (60) days' written notice to the Sub-Adviser by the FundFund without payment of any penalty. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effectiveeffective (it being understood that the Manager shall notify the Sub-Adviser of the date of effectiveness of the Management Agreement as soon as reasonably practical after effectiveness), provided that it has been approved in the manner required by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 the two-year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fundthereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than or the Sub-Adviser upon sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Managerother parties. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees of the Fund or by a vote of a majority of the outstanding voting securities of such the Fund on no less than upon sixty (60) days' written notice to the Sub-Adviser by the FundFund without payment of any penalty. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that on which it has been is approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2008 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter after the initial period with respect to the each Fund, but only as long as such continuance is specifically approved for the each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the each Fund, the Sub-Adviser may continue to serve in such capacity for the each Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager either party on no less than sixty (60) days' ’ written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund Trust with respect to the each Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' ’ written notice to the Sub-Adviser by the FundTrust. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder. Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Investment Management Agreement between the Manager and the Trust is terminated, assigned or not renewed.

Term; Termination; Amendment. This Agreement shall become effective with respect to the each Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that on which it has been is approved by a vote of a majority of the outstanding voting securities of the each Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2008 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the each Fund, but only as long as such continuance is specifically approved for the each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the each Fund, the Sub-Adviser may continue to serve in such capacity for the each Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager either party on no less than sixty (60) days' ’ written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund Trust with respect to the each Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' ’ written notice to the Sub-Adviser by the FundTrust. This Agreement may be terminated with respect to the each Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the each Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder. Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Investment Management Agreement between the Manager and the Trust is terminated, assigned or not renewed.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2003 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 2003 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the each Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that on which it has been is approved by a vote of a majority of the outstanding voting securities of the each Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2006 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the each Fund, but only as long as such continuance is specifically approved for the each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the each Fund, the Sub-Adviser may continue to serve in such capacity for the each Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager either party on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund Trust with respect to the each Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the FundTrust. This Agreement may be terminated with respect to the each Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the each Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund Trust and the Manager becomes effective, effective with respect to the Fund (it being understood that the Manager shall notify the Sub-Adviser of the date of effectiveness of the Management Agreement as soon as reasonably practical after effectiveness) provided that it has been approved in the manner required by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 the two year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fundthereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than or the Sub-Adviser upon sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Managerother parties. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such the Fund on no less than upon sixty (60) days' written notice to the Sub-Adviser by the FundFund without payment of any penalty. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This As to each Fund, this Agreement shall become effective with respect to the Fund on the same date and shall run for an initial period as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the specified for each Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 unless sooner terminated as hereinafter providedSchedule A hereto. This Agreement shall continue in force from year to year thereafter after the initial period with respect to the each Fund, but only as long as such continuance is specifically approved for the each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the each Fund, the Sub-Adviser may continue to serve in such capacity for the each Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager either party on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund Trust with respect to the each Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the FundTrust. This Agreement may be terminated with respect to the each Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the each Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2006 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated at any time without the payment of any penalty by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants representations of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund Portfolio on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund Portfolio in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 1999 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Funda Portfolio, but only as long as such continuance is specifically approved for the Fund that Portfolio at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Funda Portfolio, the Sub-Adviser may continue to serve in such capacity for the Fund such Portfolio in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund a Portfolio by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund Portfolio on no less than sixty (60) days' written notice to the Sub-Sub- Adviser by the Fund. This Agreement may be terminated with respect to the Fund a Portfolio at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund such Portfolio in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, date hereof and shall remain in full force until August 1, 2005 2012 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 20[__] unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' ’ written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 at any time without payment of any penalty on no less than sixty (60) days' ’ prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' ’ written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants of the Sub-Adviser set forth herein. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder. Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Management Agreement between the Manager and the Fund is terminated, assigned or not renewed.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund Trust and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2001 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause as of July 31 of any year after July 31, 2005 2001 without payment of any penalty on no less than upon sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund Trust with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the FundTrust. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 the two-year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fundthereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than or Sub-Adviser upon sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Managerother parties. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than upon sixty (60) days' written notice to the Sub-Adviser by the FundFund without payment of any penalty. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2004 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 2004 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 the two-year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fundthereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. For the avoidance of doubt, the termination of Management Agreement or other termination of or resignation by Manager as investment adviser to the Fund shall not in and of itself cause the termination of this Agreement. In such cases, Sub-Adviser may continue to provide the services herein set forth for the compensation provided herein. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than or Sub-Adviser upon sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Managerother parties. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than upon sixty (60) days' written notice to the Sub-Adviser by the FundFund without payment of any penalty. This Manager and Sub-Adviser have entered into an agreement that provides, among other things, that if Manager or the Fund terminates or fails to renew this Agreement may be terminated with respect other than for cause (as defined in the agreement), Manager shall resign as adviser to the Fund at any time without and shall not be reinstated as investment adviser or sub-adviser to the payment Fund. The Fund acknowledges that the terms of any penalty by the Manager, such agreement have been fully described to the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants of the Sub-Adviser set forth hereinTrustees.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2003 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause as of July 31 of any year after July 31, 2005 2003 without payment of any penalty on no less than upon sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2006 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than upon sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund Funds on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been is approved by a vote of a majority of the outstanding voting securities of the each Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2008 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the each Fund, but only as long as such continuance is specifically approved for the each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the a Fund, the Sub-Adviser may continue to serve in such capacity for the such Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' ’ written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund Trust with respect to the any Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' ’ written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the any Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the such Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund Portfolios on the same date as the Management Agreement between the Fund and the Manager becomes effective, ; provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund each Portfolio in accordance with the requirements of the 1940 Act, Act and shall remain in full force until August 1, 2005 2006 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fundeach Portfolio, but only as long as such continuance is specifically approved for the Fund each Portfolio at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Funda Portfolio, the Sub-Adviser may continue to serve in such capacity for the Fund such Portfolio in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund any Portfolio by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund Portfolio on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund any Portfolio at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund such Portfolio in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effectivefirst above written, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 unless sooner terminated as hereinafter provided. This Agreement shall continue in force for two years and from year to year thereafter with respect to the Fundthereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser Advisor may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder, such as pursuant to an interim sub-advisory agreement in accordance with Rule 15(a)(4) under the 1940 Act. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager Advisor on no less than sixty (60) days' written notice to the Sub-AdviserAdvisor. This Agreement may be terminated by at any time without the Sub-Adviser without cause after July 31, 2005 without payment of any penalty by Sub-Advisor on no less than sixty (60) days' prior written notice to the ManagerAdvisor. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such the Fund on no less than sixty (60) days' written notice to the Sub-Adviser Advisor by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the ManagerAdvisor, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser Advisor or any officer or director of the Sub-Adviser Advisor has taken any action that results in a breach of the covenants representations of the Sub-Adviser Advisor set forth herein.

Term; Termination; Amendment. This Agreement shall become effective ---------------------------- with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2006 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated at any time without the payment of any penalty by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants representations of the Sub-Adviser set forth herein.

Term; Termination; Amendment. 8. This Agreement shall become 9. effective with respect to the Fund on 10. the same date as the Management 11. Agreement between the Fund and the 12. Manager becomes effective, 13. provided that it has been approved by 14. a vote of a majority of the 15. outstanding voting securities of the 16. Fund in accordance with the 17. requirements of the 1940 Act, and 18. shall remain in full force until 19. August 1, 2005 2008 unless sooner 20. terminated as hereinafter provided. 21. This Agreement shall continue in 22. force from year to year thereafter 23. with respect to the Fund, but only as 24. long as such continuance is 25. specifically approved for the Fund at 26. least annually in the manner required 27. by the 1940 Act and the rules and 28. regulations thereunder; provided, 29. however, that if the continuation of 30. this Agreement is not approved for 31. the Fund, the Sub-Adviser may 32. continue to serve in such capacity for 33. the Fund in the manner and to the 34. extent permitted by the 1940 Act and 35. the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' days written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' days written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants of the Sub-Adviser set forth herein. The terms assignment and vote of a majority of the outstanding voting securities shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder. Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Management Agreement between the Manager and the Fund is terminated, assigned or not renewed. 8.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effectiveeffective (it being understood that the Manager shall notify the Sub-Adviser of the date of effectiveness of the Management Agreement as soon as reasonably practical after effectiveness), provided that it has been approved in the manner required by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 the one-year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fundthereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than or the Sub-Adviser upon sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Managerother parties. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees of the Fund or by a vote of a majority of the outstanding voting securities of such Fund on no less than upon sixty (60) days' written notice to the Sub-Adviser by the FundFund without payment of any penalty. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with ---------------------------- respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2003 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause as of July 31 of any year after July 31, 2005 2003 without payment of any penalty on no less than upon sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to on February 18, 2010 (the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective"Effective Date"), provided that it has been approved in the manner required by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1March 25, 2005 2010 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fundthereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than or the Sub-Adviser upon sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Managerother parties. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees of the Fund or by a vote of a majority of the outstanding voting securities of such Fund on no less than upon sixty (60) days' written notice to the Sub-Adviser by the FundFund without payment of any penalty. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with ---------------------------- respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2007 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated at any time without the payment of any penalty by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants representations of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund Trust and the Manager becomes effectiveeffective with respect to the Fund, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2006 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund Trust with respect to the a Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Sub- Adviser by the FundTrust. This Agreement may be terminated with respect to the a Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the such Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund Initial Portfolios on the same date as the Management Agreement between the Fund and the Manager becomes effective, ; provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund each Portfolio in accordance with the requirements of the 1940 Act, Act and shall remain in full force until August 1, 2005 for a period ending two (2) years from such date unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fundeach Portfolio, but only as long as such continuance is specifically approved for the Fund each Portfolio at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Funda Portfolio, the Sub-Adviser may continue to serve in such capacity for the Fund such Portfolio in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund any Portfolio by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund any Portfolio at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund such Portfolio in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund Initial Portfolios on the same date as the Management Agreement between the Fund and the Manager becomes effectiveNovember 1, 1992, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund each Portfolio in accordance with the requirements of the 1940 Act, Act and shall remain in full force until August 1February 28, 2005 1994, unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fundeach Portfolio, but only as long as such continuance is specifically approved for the Fund each Portfolio at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Funda Portfolio, the Sub-Adviser may continue to serve in such capacity for the Fund such Portfolio in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated Adviser or by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior days written notice to the Managerother party. This Agreement may also be terminated by the Fund with respect to the Fund any Portfolio by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund Portfolio on no less than sixty (60) days' days written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund any Portfolio at any time without the payment of any penalty by the ManagerAdviser, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund such Portfolio in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund Funds on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been is approved by a vote of a majority of the outstanding voting securities of the each Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2007 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the each Fund, but only as long as such continuance is specifically approved for the each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the a Fund, the Sub-Adviser may continue to serve in such capacity for the such Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' ’ written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund Trust with respect to the any Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' ’ written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the any Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the such Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that which results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to upon the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effectiveabove, provided that it has been approved in the manner required by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1July 26, 2005 unless sooner terminated as hereinafter provided2007. This Agreement shall continue in force from year to year thereafter with respect to the Fundthereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than or the Sub-Adviser upon sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Managerother parties. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees of the Fund or by a vote of a majority of the outstanding voting securities of such Fund on no less than upon sixty (60) days' written notice to the Sub-Sub- Adviser by the FundFund without payment of any penalty. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2006 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated at any time without the payment of any penalty by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such the Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants representations of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 2012 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days' written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the covenants of the Sub-Adviser set forth herein.

Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on upon shareholder approval in the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved manner required by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2005 the two-year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fundthereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than Adviser or the Sub-Adviser upon sixty (60) days' ’ written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without cause after July 31, 2005 without payment of any penalty on no less than sixty (60) days' prior written notice to the Managerother parties. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than upon sixty (60) days' ’ written notice to the Sub-Adviser by the Fund. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by penalty. The terms “assignment” and “vote of a majority of the outstanding voting securities of securities” shall have the Fund meanings set forth in the event that it 1940 Act and the rules and regulations thereunder. Termination of this Agreement shall have been established by a court of competent jurisdiction that not affect the Sub-Adviser or any officer or director right of the Sub-Adviser has taken to receive payments on any action that results in a breach unpaid balance of the covenants of compensation described in Section 5 earned prior to such termination and for any additional period during which the Sub-Adviser set forth hereinserves as such for the Fund, subject to applicable law.