Common use of Duration and Termination Clause in Contracts

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This The term of this Agreement shall become effective with respect to begin on the date of this Agreement for each Fund as listed on Exhibit A attached hereto on the date of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement and shall continue in effect with respect to each such Fund (and any subsequent Funds added pursuant to an Exhibit executed during the Fund initial term of this Agreement) for successive periods of 12 monthstwo years thereafter, provided and shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of such Fund or by vote of the Fund Trust’s Board of Trustees, cast in person at a meeting called for the time outstanding and entitled to votepurpose of voting on such approval, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding If a Fund is added pursuant to an Exhibit executed after the foregoingdate of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable Exhibit by the appropriate parties and shall continue in effect until the next annual continuance of this Agreement and from year to year thereafter, subject to approval as described above. This Agreement may be terminated by the Trust with respect to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination Board of Trustees or by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund at the time outstanding and entitled to votesuch Fund, or (y) by the Advisor on 60 days’ written notice (which notice may be waived to the Distributor, or by the Distributor at any time, without the payment of any penalty, on 90 days’ written notice to the Trust). This Agreement will also automatically and immediately terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the TrustFund’s Board of Trustees Directors or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Directors, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Fund or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust Fund or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees Directors of the Trust Fund in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustFund and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Fund and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This The Agreement shall will become effective with respect as to each a Fund as of upon execution or, if later, on the corresponding effective date indicated in Appendix A that initial capital for such Fund is first provided to it and, unless sooner terminated with respect to a Fund as provided herein, shall will continue in effect for a period of two years as from the effective date of the initial Investment Sub-Advisory Agreement with regard to such Fundall Fund(s) covered by this Agreement. Thereafter, if not terminatedterminated as to a Fund, this Agreement shall will continue in effect with respect from year to the year through December 31st for each Fund for successive periods of 12 monthscovered by this Agreement, as listed on Schedule A, provided that such continuance continuation is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the by vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to votesuch Fund, and (b) the vote of in either event approved also by a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any party to this Agreementthe Trust, cast in person at a meeting called for or of the purpose Adviser, or of voting on such approvalthe Sub-Adviser. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a FundFund at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 sixty days’ written notice (which notice may be waived by the Trust)Trust or Adviser, or on sixty days’ written notice by the Sub-Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested personpersons” and “assignment” shall have the same meanings meaning of such terms as in the 1940 Act.)) Sections 10 and 11 herein shall survive the termination of this Agreement.

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Sub-Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Sub-Advisor), provided that such termination by the Trust or the Sub-Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Sub-Advisor), and will terminate automatically upon any termination of the Sub-Advisory Agreement between the Trust and the Sub-Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become be effective with respect as to each a Fund as of the corresponding effective date indicated the Fund commences investment operations after this Agreement shall have been approved by the Board of Trustees of the Trust with respect to that Fund and the Investor(s) in Appendix A the Fund in the manner contemplated by Section 15 of the 1940 Act and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period until the second anniversary of two years as to such Funddate. Thereafter, if not terminated, this Agreement shall continue in effect with respect as to the such Fund for successive periods of 12 monthsmonths each, provided such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees Trust who are not parties to this Agreement or interested persons Interested Persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , or (b) by Vote of a Majority of the foregoingOutstanding Voting Securities of the Trust; provided, however, that this Agreement may be terminated by the Trust at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote Board of a majority of the Trustees of the Trust, by Vote of a Majority of the Outstanding Voting Securities of the Trust in office at on 60 days' written notice to the time Investment Adviser, or by the vote Investment Adviser as to the Trust at any time, without payment of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or (y) by the Advisor on 60 90 days’ ' written notice (which notice may be waived by to the Trust). This Agreement will also immediately terminate in the event of its assignment. assignment (As as used in this Agreement, the terms “majority "Vote of a Majority of the outstanding voting securitiesOutstanding Voting Securities,” “interested person” " "Interested Person" and “assignment” "Assignment' shall have the same meanings of as such terms have in the 1940 ActAct and the rules and regulatory constructions thereunder.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Fund or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust Fund or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A July 1, 2019 and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundone year. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A first above written, and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to from such Funddate. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund automatically for successive periods terms of 12 monthsone year, provided that such continuance is specifically approved at least annually by both (a) the vote of by a majority of the Trust’s Board of Trustees or the vote of a majority those members of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees Board who are not parties to this Agreement or “interested persons persons” of any such party (the “Disinterested Trustees”), pursuant to this Agreement, a vote cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board or by vote of a “majority of the outstanding voting securities” of the Trust. Notwithstanding anything to the foregoingcontrary contained in this Section VI, this Agreement may be terminated by the Trust at any time as with respect to a any Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Disinterested Trustees of the Trust in office at the time or by the vote of the holders of a “majority of the outstanding voting securities securities” of the such Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived to the Distributor, or by the Distributor at any time, without the payment of any penalty, on 60 days’ written notice to the Trust). This Agreement will also immediately automatically terminate in the event of its “assignment. .” (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of as such terms have in the 1940 Act.)

Duration and Termination. This The Agreement shall will become effective with respect as to each a Fund as of upon execution or, if later, on the corresponding effective date indicated in Appendix A that initial capital for such Fund is first provided to it and, unless sooner terminated with respect to a Fund as provided herein, shall will continue in effect for a period of two years as from the effective date of the initial Investment Sub-Advisory Agreement with regard to such Fundall Fund(s) covered by this Agreement. Thereafter, if not terminatedterminated as to a Fund, this Agreement shall will continue in effect with respect from year to year through September 30th of each successive year following the initial two year period, for each Fund for successive periods of 12 monthscovered by this Agreement, as listed on Schedule A, provided that such continuance continuation is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund(s), and in either event approved also by a majority of the Trustees of the Trust who are not interested persons of the Trust, or of the Adviser, or of the Sub-Adviser (“Independent Trustees”). Notwithstanding the foregoing, this Agreement may be terminated as to a Fund at any time, without the payment of any penalty, by the Board, including a majority of the Independent Trustees, or by the vote of a majority of the outstanding voting securities of each Fund, on sixty days’ written notice to the Fund at Adviser and the time outstanding and entitled to voteSub-Adviser, and or by the Adviser with the consent of the Board (b) the vote of including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the AdvisorIndependent Trustees), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 sixty days’ written notice (which notice may be waived by the Trust)Sub-Adviser to the Trust and the other party. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” ”, “interested personpersons” and “assignment” shall have the same meanings meaning of such terms as in the 1940 Act.)) Section 10 and 11 herein shall survive the termination of this Agreement.

Duration and Termination. This The term of this Agreement shall become effective with respect to begin on the date of this Agreement for each Fund as listed on Exhibit A attached hereto on the date of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement and shall continue in effect with respect to each such Fund (and any subsequent Funds added pursuant to an Exhibit executed during the Fund initial term of this Agreement) for successive periods of 12 monthstwo years thereafter, provided and shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of such Fund or by vote of the Fund Trust’s Board of Trustees, cast in person at a meeting called for the time outstanding and entitled to votepurpose of voting on such approval, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons persons" (as defined in the 0000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding If a Fund is added pursuant to an Exhibit executed after the foregoingdate of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable Exhibit by the appropriate parties and shall continue in effect until the next annual continuance of this Agreement and from year to year thereafter, subject to approval as described above. This Agreement may be terminated by the Trust with respect to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination Board of Trustees or by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees outstanding voting securities (as defined in the 0000 Xxx) of such Fund, on 60 days' written notice to the Trust in office at the time Distributor, or by the vote Distributor at any time, without the payment of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or (y) by the Advisor on 60 90 days’ ' written notice (which notice may be waived by to the Trust). This Agreement will also automatically and immediately terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the TrustCorporation’s Board of Trustees Directors or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Directors, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Corporation or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust Corporation or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees Directors of the Trust Corporation in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustCorporation and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Corporation and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Trust as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund Trust at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund Trust at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as upon approval by the Board of Trustees of the corresponding effective date indicated Trust, as set forth in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such the Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the such Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a the Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on upon giving the Trust 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignmentassignment or in the event of the termination of the investment advisory agreement between the Registered Fund and the Advisor (the “Registered Fund Advisory Agreement”). (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)) Termination of this Agreement shall not affect the right of the Advisor to receive payment on any unpaid balance of the compensation described in Section 10 above earned prior to such termination.

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Fund or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust Fund or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustFund and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of 5:01 p.m., New York City time, on the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Trust as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ ' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund Trust at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ ' written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” " and “"assignment” " shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This The term of this Agreement shall become effective with respect to each Fund as begin on the date of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement for the Fund listed herein and shall continue in effect with respect to such Fund (and any subsequent Funds added pursuant to an Amendment executed during the Fund initial term of this Agreement) for successive periods of 12 monthstwo (2) years thereafter, provided and shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of such Fund or by vote of the Fund Trust’s Board of Trustees, cast in person at a meeting called for the time outstanding and entitled to votepurpose of voting on such approval, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding If a Fund is added pursuant to an Amendment executed after the foregoingdate of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable Amendment by the appropriate parties, or by such other date as may be provided for in said Amendment, and shall continue in effect until the next annual continuance of this Agreement and from year to year thereafter, subject to approval as described above. This Agreement may be terminated by the Trust with respect to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination Board of Trustees or by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund at the time outstanding and entitled to votesuch Fund, or (y) by the Advisor on 60 days’ written notice (which notice may be waived to the Distributor, or by the Distributor at any time, without the payment of any penalty, on 90 days’ written notice to the Trust). This Agreement will also automatically and immediately terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

Duration and Termination. This The Agreement shall will become effective with respect as to each a Fund as of upon execution or, if later, on the corresponding effective date indicated in Appendix A that initial capital for such Fund is first provided to it and, unless sooner terminated with respect to a Fund as provided herein, shall will continue in effect for a period of two years as to such Fundthrough September 30, 2023. Thereafter, if not terminatedterminated as to a Fund, this Agreement shall will continue in effect with respect from year to year through September 30th of each successive year following the initial period, for each Fund for successive periods of 12 monthscovered by this Agreement, as listed on Schedule A, provided that such continuance continuation is specifically approved at least annually by both (a) the Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund(s), and in either event approved also by a majority of the Trustees of the Trust who are not interested persons of the Trust’s , or of the Adviser, or of the Sub-Adviser (“Independent Trustees”). Notwithstanding the foregoing, this Agreement may be terminated as to a Fund at any time, without the payment of any penalty, by the Board of Trustees Trustees, including a majority of the Independent Trustees, or by the vote of a majority of the outstanding voting securities of each Fund, on sixty days’ written notice to the Fund at Adviser and the time outstanding and entitled to voteSub-Adviser, and or by the Adviser with the consent of the Board of Trustees (b) the vote of including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the AdvisorIndependent Trustees), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 sixty days’ written notice (which notice may be waived by the Trust)Sub-Adviser to the Trust and the other party. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” ”, “interested personpersons” and “assignment” shall have the same meanings meaning of such terms as in the 1940 Act.)) Section 10 and 11 herein shall survive the termination of this Agreement.

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the TrustFund’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Fund or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust Fund or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust Fund in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustFund and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Fund and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This The term of this Agreement shall become effective with respect to begin on the date of this Agreement for each Fund as listed on Exhibit A attached hereto on the date of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement and shall continue in effect with respect to each such Fund (and any subsequent Funds added pursuant to an Exhibit executed during the Fund initial term of this Agreement) for successive periods of 12 monthstwo years thereafter, provided and shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities (as defined in the 1000 Xxx) of such Fund or by vote of the Fund Trust’s Board of Trustees, cast in person at a meeting called for the time outstanding and entitled to votepurpose of voting on such approval, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons persons" (as defined in the 1000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding If a Fund is added pursuant to an Exhibit executed after the foregoingdate of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable Exhibit by the appropriate parties and shall continue in effect until the next annual continuance of this Agreement and from year to year thereafter, subject to approval as described above. This Agreement may be terminated by the Trust with respect to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination Board of Trustees or by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees outstanding voting securities (as defined in the 1000 Xxx) of such Fund, on 60 days' written notice to the Trust in office at the time Distributor, or by the vote Distributor at any time, without the payment of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or (y) by the Advisor on 60 90 days’ ' written notice (which notice may be waived by to the Trust). This Agreement will also automatically and immediately terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

Duration and Termination. This Agreement shall become effective with respect to each Fund as on April 25, 1995 provided that first it is approved by the Board of Trustees of the corresponding effective date indicated in Appendix A andTrust, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of including a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until April 25, 1997. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe Investment Company Act of 1940. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust at any time as time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to a Fundthe Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ ' written notice (which notice may be waived by to the Trust). This Agreement will also immediately automatically terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 8, the terms “"assignment", "interested person", and "a vote of a majority of the outstanding voting securities,” “interested person” and “assignment” " shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ ' notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ ' written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” " and “"assignment” " shall have the same meanings of such terms in the 1940 Act.)) 11.

Duration and Termination. This Agreement shall become effective with respect to each Fund as on ------------------------- May 23, 2000 provided that first it is approved by the Board of Trustees of the corresponding effective date indicated in Appendix A andTrust, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of including a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until May 23, 2002. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe Investment Company Act of 1940. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust at any time as time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to a Fundthe Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ ' written notice (which notice may be waived by to the Trust). This Agreement will also immediately automatically terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 8, the terms “"assignment", "interested person", and "a vote of a majority of the outstanding voting securities,” “interested person” and “assignment” " shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A andshall, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundfrom its effective date. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a the Fund, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on upon giving the Trust 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignmentassignment or in the event of the termination of the investment advisory agreement between the Registered Fund and the Advisor (the “Registered Fund Advisory Agreement”). (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)) Termination of this Agreement shall not affect the right of the Sub-Advisor to receive payment on any unpaid balance of the compensation described in Section 10 above earned prior to such termination.

Duration and Termination. This Agreement shall become effective with respect to each Fund upon its execution as of the corresponding effective date indicated in Appendix A first written above and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fundan initial two-year term. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund automatically for successive periods terms of 12 monthsone year, provided that such continuance is specifically approved at least annually by both (a) the by a vote of a majority of those members of the TrustCompany’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or “interested persons persons” of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , and (b) by the foregoingCompany’s Board of Trustees or by vote of a “majority of the outstanding voting securities” of the Company; provided, however, that this Agreement may be terminated by the Trust Company at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the entire Board of Trustees of the Trust in office at the time or by the a vote of the holders of a “majority of the outstanding voting securities securities” of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor Company on 60 60-days’ written notice (which notice may be waived to the Distributor, or by the Trust)Distributor at any time, without the payment of any penalty, on 90-days’ written notice to the Company. This Agreement will also automatically and immediately terminate in the event of its “assignment. .” (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of as such terms have in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A July 1, 2019 and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundone year. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Trust as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund Trust at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any party to this Agreementsuch party, cast in person at a meeting called for the callxx xxx xhe purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ ' notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund Trust at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ ' written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” " and “"assignment” " shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ ' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ ' written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” " and “"assignment” " shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Funds as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the each Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the each Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Investment Manager at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor Sub-Manager 60 days’ notice (which notice may be waived by the AdvisorSub-Manager), provided that such termination by the Trust or the Investment Manager shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the each Fund at the time outstanding and entitled to vote, or (y) by the Advisor Sub-Manager on 60 days’ written notice (which notice may be waived by the TrustTrust and the Investment Manager), and will terminate automatically upon any termination of the Management Agreement between the Trust and the Investment Manager. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as on ------------------------- _________ __, 2000 provided that first it is approved by the Board of Trustees of the corresponding effective date indicated in Appendix A andTrust, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of including a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until _________ __, 2002. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe Investment Company Act of 1940. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust at any time as time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to a Fundthe Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ ' written notice (which notice may be waived by to the Trust). This Agreement will also immediately automatically terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 8, the terms “"assignment", "interested person", and "a vote of a majority of the outstanding voting securities,” “interested person” and “assignment” " shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

Duration and Termination. This Agreement shall become effective as of the date set forth with respect to each a Fund as of the corresponding effective date indicated under “Effective Date” in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the a Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust either party at any time as to a Fund, without the payment of any penaltypenalty by a Trust or the Advisor, upon giving the Advisor other party 60 days’ notice (which notice may be waived by the Advisorother party), provided that any such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This The term of this Agreement shall become effective with respect to begin on the date of this Agreement for each Fund as that has executed an Exhibit hereto on the date of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement and shall continue in effect with respect to each such Fund (and any subsequent Funds added pursuant to an Exhibit executed during the Fund initial term of this Agreement) for successive periods of 12 monthstwo years thereafter, provided and shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of such Fund or by vote of the Fund Trust's Board of Trustees, cast in person at a meeting called for the time outstanding and entitled to votepurpose of voting on such approval, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons persons" (as defined in the 0000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding If a Fund is added pursuant to an Exhibit executed after the foregoingdate of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable Exhibit and shall continue in effect until the next annual continuance of this Agreement and from year to year thereafter, subject to approval as described above. This Agreement may be terminated by the Trust with respect to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination Board of Trustees or by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees outstanding voting securities (as defined in the 0000 Xxx) of such Fund, on 60 days' written notice to the Trust in office at the time Distributor, or by the vote Distributor at any time, without the payment of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or (y) by the Advisor on 60 90 days’ ' written notice (which notice may be waived by to the Trust). This Agreement will also automatically and immediately terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

Duration and Termination. This Agreement shall become effective with respect to each Fund as on , 2018 provided that first it is approved by the Board of Trustees of the corresponding effective date indicated in Appendix A andTrust, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of including a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”) and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect for an initial period of two years. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust’s Board of Trustees; or (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe 1940 Act. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust at any time as time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days’ written notice to a Fundthe Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by to the Trust). This Agreement will also immediately automatically terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 9, the terms “assignment,” “interested person,” and “a vote of a majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

Duration and Termination. This Agreement shall will become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 monthshereof, provided such continuance is specifically that it has been approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements under the 40 Act, and, unless sooner terminated as provided herein, will continue in effect for two (2) years. Thereafter, if not terminated, this Agreement will continue in effect for the Fund for successive periods of 12 months, each ending on the day preceding the annual anniversary of the Agreement's effective date, provided that such continuation is specifically approved at the time outstanding and entitled to vote, and least annually (ba) by the vote of a majority of those members of the Trust's Board of Trustees who are not parties to this Agreement or interested persons of any party to this Agreementthe Trust, Sub-Adviser, or Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust's Board of Trustees or by the vote of majority of all votes attributable to the outstanding Shares of the Fund. Notwithstanding the foregoing, this Agreement may be terminated as to the Fund at any time, without penalty, on sixty (60) days' written notice to Sub-Adviser by Adviser, by vote of the Board of Trustees of the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived or by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund Fund. This Agreement may be terminated at the time outstanding and entitled to voteany time, or without penalty, on sixty (y60) by the Advisor on 60 days’ ' written notice (which notice may be waived by the Trust)Sub-Adviser to Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “", "interested person” persons" and “"assignment” shall " have the same meanings of meaning as when such terms appear in the 1940 40 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any party to this Agreementsuch party, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose xxx xxxxose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Fund or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ ' notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust Fund or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ ' written notice (which notice may be waived by the TrustFund and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Fund and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” " and “"assignment” " shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Trust as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund Trust at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose xxx xxxpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ ' notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund Trust at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ ' written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” " and “"assignment” " shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated not take effect with respect to a Portfolio until it has been approved by a vote of a majority of the outstanding voting securities of such Portfolio (as defined in the 1940 Act), and both (a) the Board of Trustees of the Fund and (b) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act), cast in person at a meeting called, among other things, for the purpose of voting on this Agreement. Provided that the requisite shareholder approval has been obtained, this agreement shall be effective as of February 19, 2005. Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years as to such Funduntil October 31, 2006. Thereafter, if not terminated, this Agreement shall continue in effect with respect as to the Fund a particular Portfolio for successive periods of 12 monthstwelve months each ending on November 30 of each year, provided such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the TrustFund’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Fund’s Board of Trustees or by the vote of a majority of the outstanding voting securities of such Portfolio. Notwithstanding the foregoing, this Agreement may be terminated by the Trust as to a particular Portfolio at any time as to a Fundon sixty days written notice, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination Fund (by vote of the Trust shall be directed Fund’s Board of Trustees or approved (x) by the vote of a majority of the Trustees outstanding voting securities of the Trust in office at the time such Portfolio) or by the vote Investment Adviser. The termination of this Agreement with respect to one Portfolio shall not result in the holders termination of a majority of the voting securities of the Fund at the time outstanding and entitled this Agreement with respect to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)any other Portfolio. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” ”, “interested personpersons” and “assignment” shall have the same meanings meaning of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated (i) by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or (y) by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (yii) by the Advisor on as to a Fund without the payment of any penalty, upon giving the Trust 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become be effective with respect as to each a ------------------------ Fund as of the corresponding effective date indicated the Fund commences investment operations after this Agreement shall have been approved by the Board of Trustees of the Trust with respect to that Fund and the Investor(s) in Appendix A the Fund in the manner contemplated by Section 15 of the 1940 Act and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period until the second anniversary of two years as to such Funddate. Thereafter, if not terminated, this Agreement shall continue in effect with respect as to the such Fund for successive periods of 12 monthsmonths each, provided such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees Trust who are not parties to this Agreement or interested persons Interested Persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , or (b) by Vote of a Majority of the foregoingOutstanding Voting Securities of the Trust; provided, however, that this Agreement may be terminated by the Trust at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote Board of a majority of the Trustees of the Trust, by Vote of a Majority of the Outstanding Voting Securities of the Trust in office at on 60 days' written notice to the time Investment Adviser, or by the vote Investment Adviser as to the Trust at any time, without payment of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or (y) by the Advisor on 60 90 days’ ' written notice (which notice may be waived by to the Trust). This Agreement will also immediately terminate in the event of its assignment. assignment (As as used in this Agreement, the terms “majority "Vote of a Majority of the outstanding voting securitiesOutstanding Voting Securities,” “interested person” " "Interested Person" and “assignment” "Assignment' shall have the same meanings of as such terms have in the 1940 ActAct and the rules and regulatory constructions thereunder.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of on the corresponding effective date first indicated in Appendix A and, unless sooner above. Unless terminated with respect to a Fund as provided herein, the Agreement shall remain in full force and effect for two (2) years from the date first indicated above and shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect on an annual basis thereafter with respect to the Fund for successive periods of 12 monthsFund, provided that such annual continuance is specifically approved at least annually each year by both (a) the vote of a majority of the Trust’s entire Board of Trustees of the Trust, or by the vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund at the time outstanding and entitled to voteFund, and (b) the vote of a majority of the those Trustees who are not parties to this Agreement or interested persons (as defined in the 0000 Xxx) of any such party to this Agreement, Agreement cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by terminated: (a) with respect to the Trust Fund, at any time as to a Fund, without the payment of any penalty, penalty upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the Fund's outstanding voting securities of securities, upon sixty (60) days' written notice to the Fund at the time outstanding and entitled to vote, or Subadviser; (yb) by the Advisor on 60 Manager, at any time without penalty upon sixty (60) days’ ' written notice (which notice may be waived to the Subadviser or immediately upon material breach by the Trust)Subadviser, after the Subadviser has received notice and an opportunity to cure such breach, or immediately if, in the reasonable judgment of the Manager, the Subadviser becomes unable to discharge its duties and obligations under this Agreement; or (c) by the Subadviser, at any time without penalty, upon sixty (60) days' written notice to the Fund. This Subadvisory Agreement also will also immediately terminate automatically in the event of its assignment. assignment (As used as defined in this Agreement, the terms “majority 0000 Xxx) or the assignment or termination of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 ActManagement Agreement.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any such party to this Agreement, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. (a) This Agreement shall become effective with respect to each Fund as of on the corresponding effective date indicated in Appendix A and, unless first written above. Unless sooner terminated with respect to a Fund as provided hereinin this section 5(a), this Agreement shall continue in effect for a period of until two years as to such Fundafter the date first written above. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund automatically for successive periods terms of 12 monthsone year, provided that such continuance is specifically approved at least annually by both (a) the by a vote of a majority of those members of the Trust’s Fund's Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or "interested persons persons" of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding ; (b) by the foregoingFund's Board of Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund; provided, this however, that his Agreement may be terminated by the Trust Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the entire Board of Trustees or a vote of a "majority of the Trust in office at outstanding voting securities" of the time Trust, on sixty (60) days prior written notice to the Administrator or by the vote Administrator at any time, without the payment of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or on sixty (y60) by the Advisor on 60 days’ days prior written notice (which notice may be waived by to the Trust)Fund. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “term "majority of the outstanding voting securities,” “interested person” and “assignment” " shall have the same meanings of meaning as such terms term has in the 1940 Act. Upon termination of this Agreement, the Fund shall pay to the Administrator such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.)

Duration and Termination. This Agreement shall will become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 monthshereof, provided such continuance is specifically that it has been approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements under the 40 Act, and, unless sooner terminated as provided herein, will continue in effect for two (2) years. Thereafter, if not terminated, this Agreement will continue in effect for the Fund for successive periods of 12 months, each ending on the day preceding the annual anniversary of the Agreement’s effective date, provided that such continuation is specifically approved at the time outstanding and entitled to vote, and least annually (ba) by the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any party to this Agreementthe Trust, Sub-Adviser, or Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust’s Board of Trustees or by the vote of majority of all votes attributable to the outstanding Shares of the Fund. Notwithstanding the foregoing, this Agreement may be terminated as to the Fund at any time, without penalty, on sixty (60) days’ written notice to Sub-Adviser by Adviser, by vote of the Board of Trustees of the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived or by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund Fund. This Agreement may be terminated at the time outstanding and entitled to voteany time, or without penalty, on sixty (y60) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)Sub-Adviser to Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” ”, “interested personpersons” and “assignment” shall have the same meanings of meaning as when such terms appear in the 1940 40 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated (i) by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (yii) by the Advisor on at any time as to a Fund, without the payment of any penalty, upon giving the Trust 60 days’ written notice (which notice may be waived by the Trust), provided that the Advisor agrees to continue to advise the Fund for a period no longer than ninety (90) days after the Trust’s receipt of such termination notice to allow for a suitable replacement adviser to be hired for the Fund. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund a Portfolio as of the corresponding effective date indicated in set forth opposite such Portfolio on Appendix A and, unless sooner terminated with respect to a Fund the Portfolio as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Portfolio for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund Portfolio at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by a Portfolio or the Trust Adviser at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor Sub-Adviser 60 days’ notice (which notice may be waived by the AdvisorSub-Adviser), provided that such termination by the Trust Portfolio or the Adviser shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and Portfolio entitled to vote, or (y) by the Advisor Sub-Adviser on 60 days’ written notice (which notice may be waived by the TrustPortfolio and the Adviser), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, not take effect unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically it has been approved at least annually by both (a) the by a vote of a majority of the Trust’s Board members of Trustees or the vote of Board, including a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees those Board members who are not parties to this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval and (b) by vote of a majority of the Fund’s outstanding voting securities. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval (as set forth above) and shall continue from year to year thereafter, provided that each such continuance is specifically approved at least annually by (A) the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval or (B) a vote of a “majority” (as defined in the 0000 Xxx) of the Fund’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the members of the Board who are neither (i) parties to this Agreement nor (ii) interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding The foregoing requirement, that continuance of this Agreement be “specifically approved at least annually,” shall be construed in a manner consistent with the foregoing, this 1940 Act and the rules and regulations thereunder. This Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor)Adviser, provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting outstanding securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on not less than 30 days’ nor more than 60 days’ written notice to Sub-Adviser, or by the Sub-Adviser at any time without the payment of any penalty, on 60 days written notice to the Adviser (which notice may will be waived by responsible for notifying the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings Trust of such terms in the 1940 Acttermination).)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of on the corresponding effective date first indicated in Appendix A and, unless sooner above. Unless terminated with respect to a Fund as provided herein, the Agreement shall remain in full force and effect for two (2) years from the date first indicated above and shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect on an annual basis thereafter with respect to the Fund for successive periods of 12 monthsFund, provided that such annual continuance is specifically approved at least annually each year by both (a) the vote of a majority of the Trust’s entire Board of Trustees of the Trust, or by the vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund at the time outstanding and entitled to voteFund, and (b) the vote of a majority of the those Trustees who are not parties to this Agreement or interested persons (as defined in the 0000 Xxx) of any such party to this Agreement, Agreement cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by terminated: (a) with respect to the Trust Fund, at any time as to a Fund, without the payment of any penalty, penalty upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the Fund's outstanding voting securities of securities, upon sixty (60) days' written notice to the Fund at the time outstanding and entitled to vote, or Subadviser; (yb) by the Advisor on 60 Manager, at any time without penalty upon sixty (60) days’ ' written notice (which notice may be waived to the Subadviser or immediately upon material breach by the Trust)Subadviser or immediately if, in the reasonable judgment of the Manager, the Subadviser becomes unable to discharge its duties and obligations under this Agreement; or (c) by the Subadviser, at any time without penalty, upon sixty (60) days' written notice to the Fund. This Subadvisory Agreement also will also immediately terminate automatically in the event of its assignment. assignment (As used as defined in this Agreement, the terms “majority 0000 Xxx) or the assignment or termination of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 ActManagement Agreement.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, upon its execution and shall continue in effect for a period of until two years as to such from the date hereof, provided it is approved by the vote of a “majority of the outstanding voting securities” of the Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect from year to the Fund for successive periods of 12 monthsyear, provided such its continuance is specifically approved at least annually by both (a) the by vote of a majority of the Trust’s Board of Trustees or the vote of a “majority of the outstanding voting securities securities” of the Fund at or by vote of the time outstanding and entitled to voteBoard of Trustees of the Trust, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons persons” of any party to this Agreement, cast in person or by such other means and pursuant to such terms as permitted by the SEC by regulation, exemptive order or otherwise, at a meeting called for the purpose of voting on such approval. Notwithstanding The Trust (either by vote of its Board of Trustees or by vote of a “majority of the foregoingoutstanding voting securities” of the Trust) may, this Agreement may be terminated by the Trust at any time as to a Fund, and without the payment of any penalty, terminate this Agreement upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 sixty days’ written notice (which notice may be waived by to the Trust)Adviser. This Agreement will also shall automatically and immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment.” shall have The Adviser may terminate this Agreement without payment of any penalty on sixty days’ written notice to the same meanings of such terms in the 1940 ActTrust.)

Duration and Termination. This Agreement shall will become effective with respect as to each Fund a particular Portfolio as of the corresponding effective date indicated first written above, provided that it shall have been approved by vote of a majority of the outstanding voting securities of such Portfolio, in Appendix A accordance with the requirements under the 1940 Act, and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Funduntil October 31, 2005. Thereafter, if not terminated, this Agreement shall continue in effect with respect as to the Fund a particular Portfolio for successive periods of 12 monthstwelve months each ending on November 30 of each year, provided such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the TrustFund’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Fund’s Board of Trustees or by the vote of a majority of the outstanding voting securities of such Portfolio. Notwithstanding the foregoing, this Agreement may be terminated by the Trust as to a particular Portfolio at any time as to a Fundon sixty days written notice, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination Fund (by vote of the Trust shall be directed Fund’s Board of Trustees or approved (x) by the vote of a majority of the Trustees outstanding voting securities of the Trust in office at the time such Portfolio) or by the vote Investment Adviser. The termination of this Agreement with respect to one Portfolio shall not result in the holders termination of a majority of the voting securities of the Fund at the time outstanding and entitled this Agreement with respect to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)any other Portfolio. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” ”, “interested personpersons” and “assignment” shall have the same meanings meaning of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated (i) by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or (y) by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (yii) by the Advisor on as to a Fund without the payment of any penalty, upon giving the Trust 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A andAgreement, unless sooner terminated with respect to a Fund as provided herein, shall continue remain in effect for a period of until two years as to such Fund. Thereafterfrom date of execution, if not terminatedand thereafter, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided one year so long as such continuance thereafter is specifically approved at least annually by both (a) by the vote of a majority of the Trust’s Board of those Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees Trust who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by Majority Shareholder Vote; provided however, that if the Shareholders of the Fund fail to approve the Agreement as provided herein, the Advisor may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. Notwithstanding The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the foregoing, this 1940 Act and the rules and regulations promulgated thereunder. This Agreement may be terminated by as to the Trust Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived penalty by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at or by Majority Shareholder Vote on not less than 30 days nor more than 60 days written notice to the time Advisor, or by the vote Advisor at any time without the payment of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or (y) by the Advisor on 60 days’ 90 days written notice (which notice may be waived by to the Trust). This Agreement will also automatically and immediately terminate in the event of its assignment. (As used in this AgreementSection 12, the terms “"assignment", "interested persons", and a "vote of a majority of the outstanding voting securities,” “interested person” and “assignment” " shall have the same respective meanings of such terms set forth in the 1940 Act and the rules and regulations promulgated thereunder, subject to such exemptions as may be granted from time to time by the Securities and Exchange Commission under said Act.)

Duration and Termination. This The Agreement shall will become effective with respect as to each a Fund as of upon execution or, if later, on the corresponding effective date indicated in Appendix A that initial capital for such Fund is first provided to it and, unless sooner terminated with respect to a Fund as provided herein, shall will continue in effect for a period of two years as from the effective date of the initial Investment Sub-Advisory Agreement with regard to such Fundall Fund(s) covered by this Agreement. Thereafter, if not terminatedterminated as to a Fund, this Agreement shall will continue in effect with respect from year to year through September 30th of each successive year following the initial two year period, for each Fund for successive periods of 12 monthscovered by this Agreement, as listed on Schedule A, provided that such continuance continuation is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund(s), and in either event approved also by a majority of the Trustees of the Trust who are not interested persons of the Trust, or of the Adviser, or of the Sub-Adviser (“Independent Trustees”). Notwithstanding the foregoing, this Agreement may be terminated as to a Fund at any time, without the payment of any penalty, by the Board, including a majority of the Independent Trustees, or by the vote of a majority of the outstanding voting securities of each Fund, on sixty days’ written notice to the Fund at Adviser and the time outstanding and entitled to voteSub-Adviser, and or by the Adviser with the consent of the Board (b) the vote of including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the AdvisorIndependent Trustees), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 sixty days’ written notice (which notice may be waived by the Trust)Sub-Adviser to the Trust and the other party. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” ”, “interested personpersons” and “assignment” shall have the same meanings meaning of such terms as in the 1940 Act.)

Duration and Termination. (a) This Agreement shall become effective as of the date set forth with respect to each Fund as of the corresponding effective date indicated under “Effective Date” in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the a Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust either party at any time as to a Fund, without the payment of any penaltypenalty by a Trust or the Advisor, upon giving the Advisor other party 60 days’ notice (which notice may be waived by the Advisorother party), provided that any such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall will become effective with respect as to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 monthsdate set forth opposite each Fund's name on SCHEDULE A, provided such continuance is specifically that it has been approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund in accordance with the requirements under the 1940 Act and, unless sooner terminated as provided herein, will continue in effect for two (2) years from such date. Thereafter, if not terminated as to a Fund, this Agreement will continue in effect as to a Fund for successive periods of twelve (12) months, PROVIDED that such continuation is specifically approved at the time outstanding and entitled to vote, and least annually (ba) by the vote of a majority of those members of the Trust's Board of Trustees who are not parties to this Agreement or interested persons of any party to this Agreementthe Trust, the Sub-Adviser, or RWBAS, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund. Notwithstanding the foregoing, this Agreement may be terminated by as to the Trust Fund at any time as to a Fundtime, without the payment of any penalty, upon giving on sixty (60) days' written notice by the Advisor 60 days’ notice Trust. Once this Agreement has been in effect for a period of not less than one (which notice 1) year, then unless otherwise terminated in accordance with the foregoing, this Agreement may be waived terminated by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time RWBAS or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled Sub-Adviser, as to voteall Funds, or by giving not less than sixty (y60) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)' notice. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “", "interested person” persons" and “"assignment” shall " have the same meanings meaning of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Trust as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund Trust at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose xxx xxxxose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ ' notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund Trust at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ ' written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” " and “"assignment” " shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party to this Agreement, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Portfolio as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Portfolio for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the TrustFund’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund Portfolio at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any party to this Agreementsuch party, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Fund or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust Fund or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust Fund in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and Portfolio entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustFund and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Fund and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall will become effective with respect to each Fund listed on Schedule A as of the corresponding date first written above (or, if a particular Fund is not in existence on that date, on the date a registration statement relating to that Fund becomes effective date indicated with the Commission), provided that it shall have been approved by vote of a majority of the outstanding voting securities of such Fund, in Appendix A accordance with the requirements under the 1940 Act, and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Funduntil no later than March 30, 2015. Thereafter, if not terminated, this Agreement shall continue in effect with respect as to the a particular Fund for successive periods of 12 monthsone-year terms, provided that such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust’s Board of Trustees or by the vote of a majority of all votes attributable to the outstanding shares of such Fund. Notwithstanding the foregoing, this Agreement may be terminated by the Trust as to a particular Fund at any time as to a Fundon 60 days’ written notice, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed (by vote of the Trust’s Board of Trustees or approved (x) by the vote of a majority of the Trustees outstanding voting securities of the Trust in office at the time such Fund) or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)Investment Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” ”, “interested personpersons” and “assignment” shall have the same meanings of as ascribed to such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Fond as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective as of the date hereof with respect to each Fund as of the corresponding effective date indicated Funds listed in Appendix A andSection 1(a) hereof, unless sooner terminated and with respect to a any additional Fund, on the date of receipt by the Trust of notice from the Investment Adviser in accordance with Section 1(b) hereof that the Investment Adviser is willing to serve as investment adviser with respect to such Fund, provided that this Agreement (as supplemented by the terms specified in any notice and agreement pursuant to Section 1(b) hereof) shall have been approved by the shareholders of such additional Fund in accordance with the requirements of the 1940 Act. Unless sooner terminated as provided herein, this Agreement shall continue in effect until May 9, 1998 and, if approved by the shareholders of a Fund on or before such date, shall continue in effect for a period of two years as to such Fundthat Fund for an additional period ending on November 30, 1998. Thereafter, if not terminated, this Agreement shall automatically continue in effect with respect as to the a particular Fund for successive annual periods of 12 monthsending on November 30, provided such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s 's Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund. Notwithstanding the foregoing, this Agreement may be terminated by the Trust as to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed (by vote of the Trust's Board of Trustees or approved (x) by the vote of a majority of the Trustees outstanding voting securities of the Trust in office at the time such Fund), or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteInvestment Adviser, or (y) by the Advisor on 60 sixty days’ ' written notice (which notice may be waived by the Trust)notice. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” persons" and “assignment” shall have the same meanings of such terms in the 1940 Act.)"

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A andAgreement, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafteruntil October 31, if not terminated, this Agreement 2019 and thereafter shall continue in effect with respect to the Fund for successive periods of 12 months, provided one year so long as such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s Board of Trustees or the vote of a majority Directors of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees Company who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the holders of the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve the Portfolio in such capacity in the manner and to the extent permitted by the Company’s Board of Directors and the 1940 Act and Rules thereunder. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust Company at any time as time, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days’ written notice to a Fundthe Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 90 days’ written notice (which notice may be waived by to the Trust)Company. This Agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at any office of such party. As used in this AgreementSection 10, the terms “assignment”, “interested persons”, and a “vote of a majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ ' notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ ' written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” " and “"assignment” " shall have the same meanings of such terms in the 1940 Act.)) XI.

Duration and Termination. a. This Agreement shall become effective with respect to each Fund as upon the date of the corresponding effective date indicated in Appendix A its execution, and, unless sooner terminated with respect to a Fund as provided hereinherein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect for a period of two years indefinitely thereafter, but only so long as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance after such second anniversary is specifically approved at least annually (i) by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund at the time outstanding and entitled to vote, and (bii) by the vote of a majority of those Trustees of the Trustees Trust who are not parties interested persons (as such term is defined in the 0000 Xxx) of any such Party to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. .. b. Notwithstanding the foregoing, this Agreement may be terminated terminated: (a) by the Trust Adviser at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ ' prior written notice to the Sub-Adviser and the Trust, (which notice may be waived b) at any time without payment of any penalty by the Advisor)Trust, provided that such termination by the Trust shall be directed Trust's Board or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund Fund, upon 60 days' prior written notice to the Adviser and the Sub-Adviser, (c) at any time without payment of any penalty by the time outstanding Sub-Adviser upon 60 days' prior written notice by the Sub-Adviser to the Adviser and entitled the Trust, (d) immediately in the event the Sub-Adviser or the Adviser ceases to votebe registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Trust, or (ye) in the event the Advisory Agreement is terminated. c. In the event of termination for any reason, all records of the Trust shall promptly be returned to the Adviser or the Trust, free from any claim or retention of rights in such record by the Advisor on 60 days’ written notice (which notice may be waived by Sub-Adviser, although the Trust)Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement will also immediately shall automatically terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of as such terms term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 10, 11, 13, 14 and 18 of this Agreement shall remain in effect, as well as any applicable provision of this Section 15 and, to the extent that only amounts are owed to the Sub- Adviser as compensation for services rendered while the agreement was in effect as provided in Section 7. 16.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Funds as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Funds for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the each Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Trust, on behalf of a Fund, or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the each Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the Trust, on behalf of a Fund, and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall will become effective with respect to each Fund listed on Schedule A as of the corresponding date first written above (or, if a particular Fund is not in existence on that date, on the date a registration statement relating to that Fund becomes effective date indicated with the Commission), provided that it shall have been approved by vote of a majority of the outstanding voting securities of such Fund, in Appendix A accordance with the requirements under the 1940 Act, and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Funduntil January 24, 2016. Thereafter, if not terminated, this Agreement shall continue in effect with respect as to the a particular Fund for successive periods of 12 monthsone-year terms, provided that such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s 's Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of all votes attributable to the outstanding shares of such Fund. Notwithstanding the foregoing, this Agreement may be terminated by the Trust as to a particular Fund at any time as to a Fundon 60 days' written notice, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed (by vote of the Trust's Board of Trustees or approved (x) by the vote of a majority of the Trustees outstanding voting securities of the Trust in office at the time such Fund) or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)Investment Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “", "interested person” persons" and “"assignment” " shall have the same meanings of as ascribed to such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Trust as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund Trust at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any party to this Agreementsuch party, cast in person at a meeting called for the callex xxx xxe purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ ' notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund Trust at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ ' written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” " and “"assignment” " shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as on the date of the corresponding effective date indicated in Appendix A its execution and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund be renewable for successive periods of 12 monthsone year each, provided such continuance is specifically approved at least annually by both (a) annually: • By the vote of a majority of those members of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees Trust who are not parties to this Agreement or interested persons of any such party to this Agreement(as that term is defined in the 1940 Act), cast in person at a meeting called for the purpose of voting on such approval; and • By vote of either the Board of Trustees of the Trust or a majority of the outstanding voting securities of the Fund (as that term is defined in the 1940 Act). Notwithstanding the foregoing, this Agreement may be terminated by the Trust or by the Adviser at any time as to a Fundon sixty (60) days’ written notice, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall must be directed authorized either by vote of the Board of the Board of Trustees or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund. The Subadviser may at any time, without the payment of any penalty, terminate this Agreement with respect to the Fund at the time outstanding and entitled to vote, or by not less than ninety (y90) by the Advisor on 60 days’ written notice (which notice may be waived delivered or mailed by registered mail, postage prepaid, to the Trust)Adviser. This Agreement will also immediately automatically terminate in the event of its assignmentassignment (as that term is defined in the 1940 Act), or if the Adviser’s investment advisory agreement shall terminate with respect to the Fund. (As used The provisions contained in Section 7 shall survive the expiration or other termination of this Agreement. Upon termination of this Agreement, the terms “majority duties of the outstanding voting securities,” “interested person” and “assignment” Adviser delegated to the Subadviser under this Agreement automatically shall have revert to the same meanings of such terms in the 1940 ActAdviser.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Portfolio as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Portfolio for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the TrustFund’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund Portfolio at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Fund, with respect to the Portfolio, or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust Fund or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust Fund in office at the time or by the vote of the holders of a majority of the voting securities of the Fund Portfolio at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustFund and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Fund and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as on _______________, 2010 provided that first it is approved by the Board of Trustees of the corresponding effective date indicated in Appendix A andTrust, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of including a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”) and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect for an initial period of two years. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust’s Board of Trustees; or (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe 1940 Act. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust at any time as time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days’ written notice to a Fundthe Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by to the Trust). This Agreement will also immediately automatically terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 9, the terms “assignment,” “interested person,” and “a vote of a majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

Duration and Termination. This The term of this Agreement shall become effective with respect to each Fund as begin ------------------------ on the date of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, this Agreement and shall continue in effect for a period of two years as to such Fundfrom the date of this Agreement. Thereafter, if not terminated, this This Agreement shall continue in effect with respect from year to the Fund for successive periods of 12 monthsyear thereafter, provided subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of by a majority of the outstanding voting securities (as defined in the 1940 Act) of such Fund or by votx xx xxx Trust's Board of Trustees, cast in person at a meeting called for the Fund at the time outstanding and entitled to votepurpose of voting on such approval, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons persons" (as defined in the 1940 Act) of any party to this AgreementXxxxxxxxt, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this This Agreement may be terminated by the Adviser or the Trust with respect to the Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor)Adviser with the consent of the Trust's Board of Trustees, provided that such termination by the Trust shall be directed Trust's Board of Trustees, or approved (x) by the vote of a majority of the Trustees outstanding voting securities (as defined in the 1940 Act) of such Fund, in any sxxx xxxx on 30 days' written notice to the Trust in office at the time Sub-Adviser, or by the vote Sub-Adviser at any time, without the payment of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or (y) by the Advisor on 60 90 days’ ' written notice (which notice may be waived by to the Trust)Adviser. This Agreement will also automatically and immediately terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

Duration and Termination. This Sub-Advisory Agreement shall will become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as hereof provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically that it has been approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of each Fund in accordance with the requirements under the 1940 Act, and, unless sooner terminated as provided herein, will continue in effect for two years. Thereafter, if not terminated, this Sub-Advisory Agreement will continue in effect for each Fund for successive periods of 12 months, each ending on the day preceding the anniversary of the Sub-Advisory Agreement’s effective date of each year, provided that such continuation is specifically approved at the time outstanding and entitled to vote, and least annually (ba) by the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any party to this Agreementthe Trust, the Sub-Adviser, or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice and (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (xb) by the vote of a majority of the Trust’s Board of Trustees of the Trust in office at the time or by the vote of the holders of a majority of all votes attributable to the voting securities outstanding shares of each Fund. Notwithstanding the foregoing, this Sub-Advisory Agreement may be terminated as to each Fund at any time, without the time outstanding and entitled to votepayment of any penalty, or on sixty (y60) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). Adviser or by the Sub-Adviser, This Sub-Advisory Agreement will also immediately terminate in the event of its assignment. (As used in this Sub-Advisory Agreement, the terms “majority of the outstanding voting securities,” “interested personpersons” and “assignment” shall have the same meanings meaning of such terms ascribed in the 1940 Act.)) This Agreement will terminate automatically if the investment advisory agreement between the Trust and the Adviser is terminated.

Duration and Termination. This Agreement shall will become effective with respect to each Fund listed on Schedule A as of the corresponding date first written above (or, if a particular Fund is not in existence on that date, on the date a registration statement relating to that Fund becomes effective date indicated with the Commission), provided that it shall have been approved by vote of a majority of the outstanding voting securities of such Fund, in Appendix A accordance with the requirements under the 1940 Act, and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Funduntil January 24, 2016. Thereafter, if not terminated, this Agreement shall continue in effect with respect as to the a particular Fund for successive periods of 12 monthsone-year terms, provided that such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust’s Board of Trustees or by the vote of a majority of all votes attributable to the outstanding shares of such Fund. Notwithstanding the foregoing, this Agreement may be terminated by the Trust as to a particular Fund at any time as to a Fundon 60 days’ written notice, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed (by vote of the Trust’s Board of Trustees or approved (x) by the vote of a majority of the Trustees outstanding voting securities of the Trust in office at the time such Fund) or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)Investment Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” ”, “interested personpersons” and “assignment” shall have the same meanings of as ascribed to such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ ' notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ ' written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” " and “"assignment” " shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become be effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, hereof and unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of until the date that is two years as to such Fundfrom the date first above written. Thereafter, if not terminated, this Agreement shall continue in effect with respect as to the a particular Fund for successive periods of 12 monthsmonths each, provided such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees Trust who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , and (b) by the foregoingBoard of Trustees of the Trust or, with respect to any Fund, by vote of a majority of the outstanding voting securities of such Fund; provided, however, that this Agreement may be terminated by the Trust as to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by Board of Trustees of the Trust shall be directed or approved (x) or, with respect to any Fund, by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the such Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived to the Investment Adviser, or by the Investment Adviser as to any Fund at any time, without payment of any penalty, on 90 days’ written notice to the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of as such terms have in the 1940 Act.)) An affiliate of the Investment Adviser may assume the Investment Adviser’s obligations under this Agreement provided that (i) the affiliate is qualified to act as an investment adviser to the Trust under applicable law; (ii) the assumption will not result in a change of actual control or management of the Investment Adviser; and (iii) the assumption of the Investment Adviser’s obligations by the affiliate is approved by the Board of Trustees of the Trust.

Duration and Termination. This The Agreement shall will become effective with respect as to each a Fund as of upon execution or, if later, on the corresponding effective date indicated in Appendix A that initial capital for such Fund is first provided to it and, unless sooner terminated with respect to a Fund as provided herein, shall will continue in effect for a period of two years as to such Fundthrough September 30, 2023. Thereafter, if not terminatedterminated as to a Fund, this Agreement shall will continue in effect with respect from year to year through September 30th of each successive year following the initial period, for each Fund for successive periods of 12 monthscovered by this Agreement, as listed on Schedule A, provided that such continuance continuation is specifically approved at least annually by both (a) the Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund(s), and in either event approved also by a majority of the Trustees of the Trust who are not interested persons of the Trust’s , or of the Adviser, or of the Sub-Adviser (“Independent Trustees”). Notwithstanding the foregoing, this Agreement may be terminated as to a Fund at any time, without the payment of any penalty, by the Board of Trustees Trustees, including a majority of the Independent Trustees, or by the vote of a majority of the outstanding voting securities of each Fund, on sixty days’ written notice to the Fund at Adviser and the time outstanding and entitled to voteSub-Adviser, and or by the Adviser with the consent of the Board of Trustees (b) the vote of including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the AdvisorIndependent Trustees), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 sixty days’ written notice (which notice may be waived by the Trust)Sub-Adviser to the Trust and the other party. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” ”, “interested personpersons” and “assignment” shall have the same meanings meaning of such terms as in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of (a) the Trustmembers of the Fund’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to voteDirectors, and (b) the vote of a majority members of the Trustees Corporation’s Board of Directors who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (c) either the Corporation’s Board of Directors or the outstanding voting securities of the Series. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Corporation, on behalf of the Fund, at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust Corporation, on behalf of the Fund, shall be directed or approved (x) by the vote of a majority of the Trustees Directors of the Trust Fund and Directors of the Corporation in office at the time or by the vote of the holders of a majority of the voting securities of the Fund Series at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the TrustCorporation, on behalf of a Fund). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall will become effective with respect as to each Fund the Trust as of the corresponding effective date indicated first written above, provided that it shall have been approved by vote of a majority of the outstanding voting securities of the Fund, in Appendix A accordance with the requirements under the 1940 Act, and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fundthrough December 31, 2002. 3 Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 monthstwelve months each ending on December 31st of each year, provided such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s 's Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) 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. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fundon sixty days' written notice, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed (by vote of the Fund's Board of Trustees or approved (xby vote of a majority of the outstanding voting securities of the Fund) or by the Investment Adviser. This Agreement will immediately terminate in the event of its assignment. If the Investment Adviser requires the Trust or the Fund to change its name so as to eliminate all references to the word "Leader," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Fund and by vote of a majority of the Trustees of the Trust in office at the time or by the vote who are not interested persons of the holders Trust or the Investment Adviser, cast in person at a meeting called for the purpose of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignmentsuch approval. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” persons" and “"assignment” " shall have the same meanings meaning of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, or cast in accordance with the requirements of the 1940 Act, as they may be interpreted or modified from time to time by rules, regulations, orders or interpretations promulgated by the SEC or SEC staff. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Funds as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Funds for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund Funds at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and Funds entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This The term of this Agreement shall become effective with respect to begin on the date of this Agreement for each Fund as that has executed an Exhibit hereto on the date of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement and shall continue in effect with respect to each such Fund (and any subsequent Funds added pursuant to an Exhibit executed during the Fund initial two-year term of this Agreement) for successive periods a period of 12 monthstwo years from the date of its execution. This Agreement shall continue in effect from year to year thereafter, provided subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Fund or by xxxx xx the Fund Trust's Board of Trustees, cast in person at a meeting called for the time outstanding and entitled to votepurpose of voting on such approval, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons persons" (as defined in the 1940 Act) of any party to this Agreementthxx Xxxxement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding If a Fund is added pursuant to an Exhibit executed after the foregoingdate of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable Exhibit and shall continue in effect until the next annual continuance of this Agreement and from year to year thereafter, subject to approval as described above. This Agreement may be terminated by the Adviser or the Trust with respect to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor)Adviser with the consent of the Trust's Board of Trustees, provided that such termination by the Trust shall be directed Trust's Board of Trustees, or approved (x) by the vote of a majority of the Trustees outstanding voting securities (as defined in the 1940 Act) of such Fund, in axx xxxx case on 30 days' written notice to the Trust in office at the time Sub-Adviser, or by the vote Sub-Adviser at any time, without the payment of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or (y) by the Advisor on 60 90 days’ ' written notice (which notice may be waived by to the Trust)Adviser. This Agreement will also automatically and immediately terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof provided that it shall have been approved by vote of a majority of the outstanding voting securities of the Fund (i.e., a majority by value of the Interests) and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect with respect to the Fund for a period an initial term of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 monthsmonth periods, provided such continuance is specifically approved at least annually by both (a) by the vote of a majority of the Trust’s Board of Trustees or the vote of a majority those members of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees Board who are not parties to this Agreement or interested persons of the Fund or any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice and (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (xb) by the Board or by vote of a majority of the Trustees outstanding voting securities of the Trust in office at Fund; provided, however, that this Agreement may be terminated with respect to the time or Fund (i) by the Fund at any time without the payment of any penalty by a majority vote of the holders Board or by vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to voteFund, or (yii) by the Advisor Adviser on 60 days’ days written notice to the Sub-Adviser or (which notice may be waived iii) by the Trust)Sub-Adviser on 60 days written notice to the Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “", "interested person” " and “"assignment” " shall have the same meanings of meaning as such terms have in the 1940 ActAct and the rules and interpretations thereunder.)) Notwithstanding the foregoing, (1) if termination of this Agreement is made expressly with respect to only the Master Fund, such termination shall not result in the termination of this Agreement as it relates to the Feeder Fund; and (2) if termination of this Agreement is made expressly with respect to only the Feeder Fund, such termination shall not result in the termination of this Agreement as it relates to the Master Fund.

Duration and Termination. This Agreement shall become effective with respect to each Fund as on July 8, 2020 provided that first it is approved by the Board of Trustees of the corresponding effective date indicated in Appendix A andTrust, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of including a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the 1940 Act and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect for an initial period of two years. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust’s Board of Trustees; or (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe 1940 Act. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust at any time as time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days’ written notice to a Fundthe Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by to the Trust). This Agreement will also immediately automatically terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 9, the terms “assignment,” “interested person,” and “a vote of a majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

Duration and Termination. This Agreement shall will become effective with respect to each Fund ------------------------- as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, on the first day the Fund's shares are offered to the public provided such continuance is specifically that it has been approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements under the 1940 Act, and, unless sooner terminated as provided herein, will continue in effect for one year. Thereafter, if not terminated, this Agreement will continue in effect for successive periods of 12 months, each ending on the day preceding the anniversary of the Agreement's effective date of each year, provided that such -------- continuation is specifically approved at the time outstanding and entitled to vote, and least annually (ba) by the vote of a majority of those members of the Trust's Board of Trustees who are not parties to this Agreement or interested persons of any party to this Agreementthe Trust, the Sub-Adviser, or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of all votes attributable to the outstanding shares of the Fund. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Adviser, the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund at any time as to a Fundtime, without the payment of any penalty, upon giving on sixty (60) days' written notice to the Advisor 60 days’ notice (which notice Sub-Adviser and may be waived terminated by the Advisor), provided that such termination Sub- Adviser at any time by the Trust shall be directed or approved ninety (x90) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ ' written notice (which notice may be waived by to the Trust)Adviser and the Fund. This Agreement will also immediately terminate in the event of its assignment. assignment or upon termination of the investment advisory agreement between the Adviser and the Trust with regard to the Fund (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “", "interested person” persons" and “"assignment” shall " have the same meanings meaning of such terms in the 1940 Act.). This Agreement will terminate automatically if the advisory agreement between the Trust and the Adviser is terminated.

Duration and Termination. This Agreement shall will become effective with respect to each Fund listed on Schedule A as of the corresponding date first written above (or, if a particular Fund is not in existence on that date, on the date a registration statement relating to that Fund becomes effective date indicated with the Commission), provided that it shall have been approved by vote of a majority of the outstanding voting securities of such Fund, in Appendix A accordance with the requirements under the 1940 Act, and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Funduntil December, 2016. Thereafter, if not terminated, this Agreement shall continue in effect with respect as to the a particular Fund for successive periods of 12 monthsone-year terms, provided that such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust’s Board of Trustees or by the vote of a majority of all votes attributable to the outstanding shares of such Fund. Notwithstanding the foregoing, this Agreement may be terminated by the Trust as to a particular Fund at any time as to a Fundon 60 days’ written notice, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed (by vote of the Trust’s Board of Trustees or approved (x) by the vote of a majority of the Trustees outstanding voting securities of the Trust in office at the time such Fund) or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)Investment Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” ”, “interested personpersons” and “assignment” shall have the same meanings of as ascribed to such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Funduntil June 30, 2013. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Fund or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust Fund or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustFund and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Fund and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall will become effective with respect as to each a particular Fund as of the corresponding date first written above (or, if a particular Fund is not in existence on that date, on the date a registration statement relating to that Fund becomes effective date indicated in Appendix A andwith the Commission), unless sooner terminated with respect to provided that it shall have been approved by vote of a Fund as provided herein, shall continue in effect for a period majority of two years as to the outstanding voting securities of such Fund, in accordance with the requirements under the 1940 Act. Thereafter, if not Unless sooner terminated, this Agreement shall continue in effect with respect to the Fund for an initial term of two years and thereafter shall continue in effect for successive periods of 12 monthsone year, provided such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s 's Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of all votes attributable to the outstanding Shares of such Fund. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fundon sixty days' written notice, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed (by vote of the Trust's Board of Trustees or approved (x) by the vote of a majority of the Trustees outstanding voting securities of the Trust in office at the time such Fund) or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)Investment Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “" "interested person” persons" and “"assignment” " shall have the same meanings meaning of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a the Fund as provided herein, shall continue in effect for a period of two years as to such Funduntil June 30, 2013. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Fund or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust Fund or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustFund and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Fund and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This The term of this Agreement shall become effective with respect to begin on the date of this Agreement for each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement listed herein and shall continue in effect with respect to each such Fund (and any subsequent Funds added pursuant to an Amendment executed during the Fund initial term of this Agreement) for successive periods of 12 monthstwo (2) years thereafter, provided and shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of such Fund or by vote of the Fund Trust’s Board of Trustees, cast in person at a meeting called for the time outstanding and entitled to votepurpose of voting on such approval, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding If a Fund is added pursuant to an Amendment executed after the foregoingdate of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable Amendment by the appropriate parties, or by such other date as may be provided for in said Amendment, and shall continue in effect until the next annual continuance of this Agreement and from year to year thereafter, subject to approval as described above. This Agreement may be terminated by the Trust with respect to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination Board of Trustees or by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund at the time outstanding and entitled to votesuch Fund, or (y) by the Advisor on 60 days’ written notice (which notice may be waived to the Distributor, or by the Distributor at any time, without the payment of any penalty, on 90 days’ written notice to the Trust). This Agreement will also automatically and immediately terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Series as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Series for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund each Series at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund each Series at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This The term of this Agreement shall become effective with respect to each Fund as begin on the date of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement for the Funds listed herein and shall continue in effect with respect to such Funds (and any subsequent Funds added pursuant to an Amendment executed during the Fund initial term of this Agreement) for successive periods of 12 monthstwo (2) years thereafter, provided and shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities (as defined in the 1000 Xxx) of such Funds or by vote of the Fund Trust’s Board of Trustees, cast in person at a meeting called for the time outstanding and entitled to votepurpose of voting on such approval, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons persons” (as defined in the 1000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding If a Fund is added pursuant to an Amendment executed after the foregoingdate of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable Amendment by the appropriate parties, or by such other date as may be provided for in said Amendment, and shall continue in effect until the next annual continuance of this Agreement and from year to year thereafter, subject to approval as described above. This Agreement may be terminated by the Trust with respect to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination Board of Trustees or by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees outstanding voting securities (as defined in the 1000 Xxx) of such Funds, on 60 days' written notice to the Trust in office at the time Distributor, or by the vote Distributor at any time, without the payment of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or (y) by the Advisor on 60 90 days’ ' written notice (which notice may be waived by to the Trust). This Agreement will also automatically and immediately terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A andAgreement, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect until April 30, 1998, and thereafter for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided one year so long as such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities Directors of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of each Portfolio of the Fund; provided however, that if the holders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules thereunder. Notwithstanding This Agreement may be terminated by any Portfolio of the foregoingFund at any time, this without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Trust Adviser at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 90 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ ' written notice (which notice may be waived by to the Trust)Fund. This Agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at any office of such party. As used in this AgreementSection 10, the terms “"assignment", "interested persons", and a "vote of a majority of the outstanding voting securities,” “interested person” and “assignment” " shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A andAgreement, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafteruntil October 31, if not terminated, this Agreement 2011 and thereafter shall continue in effect with respect to the Fund for successive periods of 12 months, provided one year so long as such continuance is specifically approved at least annually by both (a) by the vote of a majority of those members of the Trust’s Board of Trustees or the vote of a majority Directors of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees Company who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the holders of the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve the Portfolio in such capacity in the manner and to the extent permitted by the Company’s Board of Directors and the 1940 Act and Rules thereunder. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust Company at any time as time, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days’ written notice to a Fundthe Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 90 days’ written notice (which notice may be waived by to the Trust)Company. This Agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at any office of such party. As used in this AgreementSection 10, the terms “assignment”, “interested persons”, and a “vote of a majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as upon approval by the Board of Trustees of the corresponding effective date indicated Trust, as set forth in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such the Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the such Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a the Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on upon giving the Trust 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignmentassignment or in the event of the termination of the investment advisory agreement between the Registered Fund and the Advisor (the “Registered Fund Advisory Agreement”). (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)) Termination of this Agreement shall not affect the right of the Advisor to receive payment on any unpaid balance of the compensation described in Section 10 above earned prior to such termination.

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund the Trust as provided herein, shall continue in effect for a period of two years as to such Fundyears. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the a vote of a majority of the outstanding voting securities of the Fund Trust at the time outstanding and entitled to vote, vote and (b) by the vote of a majority of the Trustees Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time as to a Fundtime, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ ' notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund Trust at the time outstanding and entitled to vote, or (y) by the Sub-Advisor on 60 days’ ' written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “"majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)voting

Duration and Termination. This Agreement shall become effective with respect to each Fund as on ______ __, 1998 provided that first it is approved by the Board of Trustees of the corresponding effective date indicated in Appendix A andTrust, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of including a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until ______ __, 2000. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe Investment Company Act of 1940. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust at any time as time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to a Fundthe Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ ' written notice (which notice may be waived by to the Trust). This Agreement will also immediately automatically terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 8, the terms “"assignment", "interested person", and "a vote of a majority of the outstanding voting securities,” “interested person” and “assignment” " shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

Duration and Termination. This The Agreement shall will become effective with respect as to each a Fund as of upon execution or, if later, on the corresponding effective date indicated in Appendix A that initial capital for such Fund is first provided to it and, unless sooner terminated with respect to a Fund as provided herein, shall will continue in effect for a period of two years as from the effective date of the initial Investment Sub-Advisory Agreement with regard to such Fundall Fund(s) covered by this Agreement. Thereafter, if not terminatedterminated as to a Fund, this Agreement shall will continue in effect with respect from year to the year through December 31st for each Fund for successive periods of 12 monthscovered by this Agreement, as listed on Schedule A, provided that such continuance continuation is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the by vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to votesuch Fund, and (b) the vote of in either event approved also by a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any party to this Agreementthe Trust, cast in person at a meeting called for or of the purpose Adviser, or of voting on such approvalthe Sub-Adviser. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a FundFund at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 sixty days’ written notice (which notice may be waived by the Trust)Trust or Adviser, or on sixty days’ written notice by the Sub-Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested personpersons” and “assignment” shall have the same meanings meaning of such terms as in the 1940 Act.)) Sections 10 and 11 herein shall survive the termination of this Agreement.”