Common use of Duration and Termination Clause in Contracts

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as in effect with respect to each Portfolio for a period of up to one year from the effective date hereof (except with respect to any Portfolio added to Schedule A of this Agreement after the date hereof, for an initial period of two years from the date that such Portfolio is added) and thereafter for periods of one year for so long as provided such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees members of the Trust Board of Directors of the Fund 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, and (b) by the Trustees Board of Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of each PortfolioPortfolio of the Fund; provided, provided however, that if the shareholders holders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in such capacity in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations Rules thereunder. This Agreement may be terminated as to by any Portfolio of the Fund at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees entire Board of Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days days’ written notice to the Adviser, or . This Agreement may be terminated by the Adviser at any time time, without the payment of any penalty, on 60 days upon 90 days’ written notice to the TrustFund. This Agreement agreement will automatically and immediately terminate in the event of its assignment, provided that an assignment to a corporate successor to all or substantially all of the Adviser’s business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control of the Adviser’s business shall not be deemed to be an assignment for the purposes of this Agreement. Any notice under this Agreement shall be given in writing, addressed and delivered, delivered or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another addressand shall be deemed given when received by the addressee. As used in this Section 119, the terms "“assignment", ",” “interested persons", ,” and “a "vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue for two years after become effective upon its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote Trust's Board 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if at any time the shareholders Adviser shall have obtained exemptive relief from the Securities and Exchange Commission permitting it to engage a Sub-Adviser without first obtaining approval of any Portfolio fail to approve the Agreement as provided hereinfrom a majority of the outstanding voting securities of the Portfolio(s) involved, the Adviser may continue to serve hereunder in the manner and to the extent permitted Agreement shall become effective upon its approval by the Investment Company Act Trust's Board of Trustees. Any Sub-Adviser so selected and approved shall be without the protection accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 and rules thereunderAct. The foregoing requirement that This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance of this Agreement be "is specifically approved at least annually" shall be construed annually in a manner consistent conformance with the Investment Company Act of 1940 and the rules and regulations thereunder. This Act; provided, however, that this Agreement may be terminated as with respect to any the Portfolio (a) by the Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the AdviserPortfolio, or (b) by the Adviser at any time time, without the payment of any penalty, on not more than 60 days days' nor less than 30 days' written notice to the TrustSub-Adviser, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days' written notice to the Adviser. This Agreement will shall terminate 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 in the other party at event of a termination of the primary office of such party, unless such party has previously designated another addressAdviser's agreement with the Trust. As used in this Section 116, the terms "assignment", "interested persons", " and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions exceptions as may be granted by the Securities and Exchange Commission SEC under said the 1940 Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This AgreementAgreement shall become effective for each Fund set forth in Schedule A upon its approval by the Board of Directors of the Company in accordance with an SEC exemptive order (Investment Company Act Release No. 25160), unless sooner terminated as provided herein, which permits the Investment Manager and/or the Company to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Fund(s) involved. This Agreement shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a (a) majority of those Trustees Directors of the Trust Company 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, and (b) by the Trustees Directors of the Trust Company, or by the vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio a Fund fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 days nor more than 60 days written notice to the Sub-Adviser, by the Investment Manager at any time without the payment of a penalty upon 90 days written notice to the Sub-Adviser, or by the Sub-Adviser at any time without the payment of any penalty, penalty on 60 90 days written notice to the TrustInvestment Manager. This Agreement will automatically and immediately terminate in the event of its assignmentassignment or in the event of the termination of the Investment Manager's advisory agreement with the Company. Any termination of this Agreement in accordance with the terms hereof will not affect the obligations or liabilities accrued prior to termination. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "assignment", "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions exceptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days days' nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days days' written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days days’ written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days 90 days’ written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days days' nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days 90 days' written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. (a) This Agreement shall become effective on the date first indicated above, subject to the condition that the Fund’s Board, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the Manager or the Sub-Adviser shall have approved this Agreement, unless sooner . Unless terminated as provided herein, this Agreement shall continue for two years after remain in full force and effect through April 29, 2013, 150 days from its initial approval as effective date (the “Termination Date”). Notwithstanding the foregoing, this Agreement may be terminated with respect to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually any Series covered by this Agreement: (a) by the vote of parties’ entry into a majority of those Trustees new Sub-Advisory Agreement that replaces this Agreement, following approval of the Trust who are not parties to shareholders of the Series covered by this Agreement or interested persons of any such partyAgreement, 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 vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Manager at any time, upon ten (10) calendar days’ written notice to the Sub-Adviser and the Fund, (c) at any time without the payment of any penaltypenalty by the Fund, by the Manager, by vote of a majority of the Trustees of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days Series, upon ten (10) calendar days’ written notice to the Manager and the Sub-Adviser, or (d) by the Sub-Adviser upon three (3) months’ written notice unless the Fund or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to exceed three (3) additional months beyond the initial three-month notice period, provided however, in no event shall the effective date of the termination of this Agreement exceed the Termination Date; also provided, that the Sub-Adviser may terminate this Agreement at any time without the payment of any penalty, on 60 days effective upon written notice to the TrustManager and the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be 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 Fund or with respect to the Series, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Fund as required by the terms of this Agreement. In the event of termination for any reason, all records of the Series for which the Agreement is terminated shall promptly be returned to the Manager or the Fund, free from any claim or retention of rights in such record by the Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement will shall automatically and immediately terminate in the event of its assignmentassignment (as such term is described in the 1940 Act). Any notice under In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall be given remain in writingeffect, addressed and delivered, or mailed postpaidas well as any applicable provision of this Section numbered 17 and, to the other party at extent that only amounts are owed to the primary office of such partySub-Adviser as compensation for services rendered while the Agreement was in effect, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act6.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as in effect with respect to each Portfolio for a period of up to one year from the effective date hereof (except with respect to any Portfolio added to Schedule A of this Agreement after the date hereof, for an initial period of two years from the date that such Portfolio is added) and thereafter for periods of one year for so long as provided such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees members of the Trust Board of Directors of the Fund 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, and (b) by the Trustees Board of Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of each PortfolioPortfolio of the Fund; provided, provided however, that if the shareholders holders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in such capacity in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations Rules thereunder. This Agreement may be terminated as to by any Portfolio of the Fund at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees entire Board of Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days days' written notice to the Adviser, or . This Agreement may be terminated by the Adviser at any time time, without the payment of any penalty, on 60 days upon 90 days' written notice to the TrustFund. This Agreement agreement will automatically and immediately terminate in the event of its assignment, provided that an assignment to a corporate successor to all or substantially all of the Adviser's business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control of the Adviser's business shall not be deemed to be an assignment for the purposes of this Agreement. Any notice under this Agreement shall be given in writing, addressed and delivered, delivered or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another addressand shall be deemed given when received by the addressee. As used in this Section 119, the terms "assignment", ," "interested persons," and ", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act. 10.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the ManagerAdviser, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio each Fund on not less than 30 days days' nor more than 60 days days' written notice to the Sub-Adviser, or by the Sub-Adviser at any time without the payment of any penalty, on 60 days days' written notice to the Adviser and the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each the Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any the Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the BDC as provided herein, shall continue in effect for a period of two years after its initial approval as years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to each Portfolio and thereafter the BDC for successive periods of one year for so long as 12 months, provided such continuance thereafter is specifically approved at least annually by both (a) the vote of a majority of the BDC’s Board of Directors or the vote of a majority of the outstanding voting securities of the BDC at the time outstanding and entitled to vote, and (b) by the vote of a majority of those Trustees of the Trust Directors who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio by the BDC at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the ManagerAdvisor), provided that such termination by the BDC shall be directed or approved by the vote of a majority of the Trustees Directors of the Trust BDC in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice BDC at the time outstanding and entitled to the Adviservote, or by the Adviser at any time without the payment of any penalty, Advisor on 60 days days’ written notice to (which notice may be waived by the TrustBDC). This Agreement will automatically and also 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 the primary office of such party, unless such party has previously designated another address. (As used in this Section 11Agreement, the terms "assignment", "interested persons", and a "vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings of such terms in the 1940 Act.) If this Agreement is terminated pursuant to this Section, the BDC shall pay the Advisor a pro rated portion of the Management Fee and the Incentive Fee. The Management Fee and the Incentive Fee due to the Adviser in the event of termination pursuant to this Section will be determined according to the method set forth in the Investment Company Act of 1940 following paragraph. The BDC will engage at its own expense a firm acceptable to the BDC and the rules Advisor to determine the maximum reasonable fair value as of the termination date of the BDC’s consolidated assets (assuming each asset is readily marketable among institutional investors without minority discount and regulations thereunder, subject with an appropriate control premium for any control positions and ascribing an appropriate net present value to unamortized organizational and offering costs and going concern value). After review of such exemptions as may be granted firm’s work papers by the Securities Advisor and Exchange Commission under said Actthe BDC and resolution of any comments therefrom, such firm will render its report as to valuation, and the BDC will pay to the Advisor or its affiliates any Management Fees or Incentive Fee, as the case may be, payable pursuant to the paragraphs above as if all of the consolidated assets of the BDC had been sold at the values indicated in such report and any net income and gain distributed. Such report will be completed within 90 days after notice of termination is delivered hereto.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue for be come effective upon its approval by the Board of Directors of the Company and by a vote of the majority of the outstanding voting securities of the Fund. This Agreement shall remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a (a) majority of those Trustees Directors of the Trust Company 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, and (b) by the Trustees Directors of the Trust Company, or by the vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Sub-Adviser, by the Investment Manager at any time without the payment of a penalty upon 90 days written notice to the Sub-Adviser, or by the Sub-Adviser at any time without the payment of any penalty, penalty on 60 90 days written notice to the TrustInvestment Manager. This Agreement will automatically and immediately terminate in the event of its assignmentassignment or in the event of the termination of the Investment Manager's advisory agreement with the Company. Any termination of this Agreement in accordance with the terms hereof will not affect the obligations or liabilities accrued prior to termination. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "assignment", "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions exceptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect with respect to a Series until two years after its initial approval as to each Portfolio from the date first set forth above, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees members of the Trust Board of the Fund 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, and and, except as may be otherwise permitted by then current law as modified or interpreted by any applicable order or orders of the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC, (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolioa Series; provided, provided however, that if the shareholders of any Portfolio a Series fail to approve the Agreement as provided hereinin Section 15 of the 1940 Act, the Adviser Sub-Advisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act as modified or interpreted by any applicable order or orders of 1940 and the SEC or any rules and or regulations thereunderadopted by, or interpretative releases of, the SEC. This Agreement may be terminated as to any Portfolio a Series at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees members of the Trust Board of the Fund or by vote of a majority of the outstanding voting securities of a Series or the Portfolio Advisor on not less than 30 days nor more than 60 days written notice to the AdviserSub-Advisor, or by the Adviser Sub-Advisor at any time without the payment of any penalty, on 60 days written notice to the TrustAdvisor and the Fund. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms term "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings meaning as set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue for in full force and effect with respect to a Portfolio until the earlier of (a) two years from the date this Agreement is approved by the Trustees, or (b) the first meeting of the shareholders of such Portfolio after its initial approval the date hereof. If approved at such meeting by the affirmative vote of a majority of the outstanding voting securities (as defined in the Investment Company Act of 1940), of the Portfolio with respect to each such Portfolio, voting separately from any other series of the Trust, this Agreement shall continue in full force and effect with respect to such Portfolio and from year to year thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (ai) by 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, and (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; the Portfolio voting separately from any other series of the Trust, provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser Subadviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the a Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, Subadviser or by the Adviser Subadviser at any time without the payment of any penalty, on 60 90 days written notice to Adviser and the Trust; provided, however, that this Agreement may not be terminated by Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Investment Company Act of 1940, or after six months' written notice, whichever is earlier. This Agreement will shall automatically and immediately terminate in the event of its assignmentassignment (as defined in the Investment Company Act of 1940). Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaidpostage prepaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act. This Agreement will also terminate in the event that the Investment Advisory and Management Agreement by and between the Trust on behalf of the Portfolio and Adviser referred to in Section 1 is terminated.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Underlying Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustManager and the Lead Adviser. This Agreement will automatically and immediately terminate in the event of its assignment. Any For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice under period provided in this Agreement shall Section may be given waived by the party(ies) required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 1116, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); (ii) the Key Portfolio Manager(s) ceasing to be employed by the Underlying Adviser or continuing to oversee the Underlying Adviser’s management of the Funds’ assets; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of the Underlying Adviser being accused in any regulatory, self-regulatory or judicial proceeding as having violated the federal securities laws or engaged in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or any officer or director of the Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Company 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, and (b) by the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of each Portfoliothe Company; provided, however, that if the shareholders Members of any Portfolio the Company fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of the Portfolio Company on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 90 days written notice to the TrustCompany. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue for two years after its initial approval become effective as to each Portfolio the Funds, if it is approved by the Trust’s Board of Trustees, including a majority of the Trustees who are not parties to the Agreement or interested persons of any such party (“Independent Trustees”), and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those the outstanding voting securities of the Fund as contemplated under the 1940 Act. It shall remain in force for an initial two-year term and thereafter may be renewed for successive periods not exceeding one year only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees or by vote of a majority of the outstanding voting securities of each Fund as contemplated under the 1940 Act, and only if the terms and the renewal of this Agreement have been approved by a vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons Trust, including a majority of any such partythe Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) by . It shall be the duty of the Trustees of the Trust to request and evaluate, and the duty of the Manager to furnish, such information as may reasonably be necessary to evaluate the terms of this Agreement and any amendment thereto. This Agreement may be amended by mutual consent of the parties only if such amendment is specifically approved (1) by a majority of the Trustees of the Trust, including a majority of the Independent Trustees and, (2) if required by law or SEC rules or SEC staff interpretations, by the affirmative vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunderFund. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust Trust, or by the vote of a majority of the outstanding voting securities of a Fund as prescribed by the Portfolio 1940 Act on not less than 30 days nor more than 60 sixty days written notice to the AdviserManager, or and it may be so terminated by the Adviser at any time without the payment of any penalty, on 60 Manager upon not less than sixty days written notice to the Trust. This Agreement will It shall terminate automatically and immediately terminate in the event of its assignmentassignment by either party unless the parties hereby, by agreement, obtain an exemption from the Securities and Exchange Commission from the provisions of the 1940 Act pertaining to the subject matter of this paragraph. Any notice under this Agreement notice, request or instruction provided for herein, or for the giving of which, the occasion may arise hereunder, shall be given deemed duly given, if in writingwriting and mailed by registered mail, postage prepaid, addressed and delivered, or mailed postpaid, to the other party at the primary regular executive office of such partythe Trust or the Manager, unless such party has previously designated another addressas the case may be. As used in this Section 11Agreement, the terms "“assignment", "interested persons", and a "vote of a ,” “majority of the outstanding voting securities" ” and “interested person” shall have the respective meanings set forth contained in the Investment Company Act of 1940 and the rules and regulations thereunderAct, subject to such exemptions as may be granted interpreted by the Securities SEC staff. If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and Exchange Commission under said Actshall be payable within 10 days after the date of termination.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Trust; provided, however, that if the shareholders Shareholders of any Portfolio the Trust fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Trust on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActCommission.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for until the earlier of the end of two years after its initial approval the date first written above or a date within such two-year period as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees members of the Trust Board of Directors of the Fund 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, and (b) by the Trustees Board of Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of each Portfolioof the Portfolios; and thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Directors of the Fund 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, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of each of the Portfolios; provided, however, that -------- ------- if the shareholders holders of any Portfolio Portfolios fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in such capacity in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as with respect to any Portfolio of the Portfolios at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees entire Board of Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days days' written notice to the Adviser, or . This Agreement may be terminated by the Adviser at any time time, without the payment of any penalty, on 60 days upon 90 days' written notice to the TrustFund. This Agreement will automatically and immediately terminate in the event of its assignment, provided that an -------- assignment to a corporate successor to all or substantially all of the Adviser's business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control of the Adviser's business shall not be deemed to be an assignment for the purposes of this Agreement. Any notice under this Agreement shall be given in writing, addressed and delivered, delivered or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another addressand shall be deemed given when received by the addressee. As used in this Section 119, the terms "assignment", ," "interested persons," and ", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActCommission.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless Unless sooner terminated as provided herein, this Agreement shall continue for two years after its initial approval as to each Portfolio until May , 1999, and thereafter for periods of one year for year, so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those the Trustees of the Trust Trust, including a majority of the Trustees who are not parties to this Agreement or interested persons of the Investment Adviser or any such partyprincipal underwriter of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (b) approval or by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunderTrust. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, time without the payment of any penalty, penalty by the Manager, by vote of a majority of the Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Portfolio Trust on not less than 30 days nor more than 60 days days' written notice to the Adviser, Investment Adviser or by the Investment Adviser at any time without the payment of any penalty, penalty on 60 days 90 days' written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", ," "interested persons", person," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions exceptions as may be granted by the Securities and Exchange Commission under said the 1940 Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the ManagerAdviser, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days days’ nor more than 60 days days’ written notice to the Sub-Adviser, or by the Sub-Adviser at any time without the payment of any penalty, on 60 days days’ written notice to the Adviser and the Trust. This Agreement will automatically and immediately terminate in the event of its assignment, or upon termination of the investment advisory agreement between the Adviser and the Trust. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "“assignment", ",” “interested persons", ,” and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio the Company and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board and the Company Board who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approvalapproval and agreed by the Adviser, and or (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Company; provided, however, that that, if the shareholders of any Portfolio the Company fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, (a) by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, (b) by vote of a majority of the Trustees of Company Board or the Trust Board or by vote of a majority of the outstanding voting securities of the Portfolio Company Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or (c) by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. (a) This Agreement shall become effective on the date first indicated above, subject to the condition that the Trust's Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the Manager or the Sub-Adviser, and the shareholders of each Series, shall have approved this Agreement, unless sooner . Unless terminated as provided herein, this Agreement shall continue for two years after remain in full force and effect through SEPTEMBER 26, 2005, 150 days from its initial approval as effective date (the "Termination Date"). Notwithstanding the foregoing, this Agreement may be terminated with respect to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually any Series covered by this Agreement: (ai) by the vote of parties' entry into a majority of those Trustees new Sub-Advisory Agreement that replaces this Agreement, following approval of the Trust who are not parties to shareholders of each of the Series covered by this Agreement or interested persons of any such partyAgreement, cast in person at a meeting called for the purpose of voting on such approval, and (bii) by the Manager at any time, upon ten (10) calendar days' written notice to the Sub-Adviser and the Trust, (iii) at any time without payment of any penalty by the Trust, by the Trust's Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; Series, upon ten (10) calendar days' written notice to the Manager and the Sub-Adviser, or (iv) by the Sub-Adviser upon three (3) months' written notice unless the Trust or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Trust or Manager provided, however, that if in no event shall the shareholders effective date of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance termination of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with exceed the Investment Company Act of 1940 and Termination Date; provided, further, that the rules and regulations thereunder. This Sub-Adviser may terminate this Agreement may be terminated as to any Portfolio at any time, time without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days effective upon written notice to the Manager and the Trust, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be 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 in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Trust as required by the terms of this Agreement. In the event of termination for any reason, all records of each Series for which the Agreement is terminated shall promptly be returned to the Manager or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, or by although the Sub-Adviser may, at any time without the payment its own expense, make and retain a copy of any penalty, on 60 days written notice to the Trustsuch records. This Agreement will shall automatically and immediately terminate in the event of its assignmentassignment (as such term is described in the 1940 Act). Any notice under In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall be given remain in writingeffect, addressed and delivered, or mailed postpaidas well as any applicable provision of this Section numbered 17 and, to the other party at extent that only amounts are owed to the primary office of such partySub-Adviser as compensation for services rendered while the Agreement was in effect, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act6.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees a vote of a majority of the Trust Trust's Board or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio particular Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees members of the Trust Trust's Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1113, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, ; by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, ; or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and agreed by the Adviser, or (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Trustees of the Trust Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 119, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This With respect to each Series identified as a Portfolio on Schedule A hereto as in effect on the date of this Agreement, unless sooner earlier terminated as provided herein, with respect to any Portfolio this Agreement shall continue for two years after its initial approval as in full force and effect through November 30, 2017. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio and thereafter for periods of one year for so long as year, provided that such continuance thereafter is specifically approved at least annually by (ai) the vote of a majority of the Board of Directors of the Company, or (ii) the vote of a majority of the outstanding voting shares of the Portfolio (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of those Trustees the Board of Directors of the Trust Company who are not parties to this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of any such partythe Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Portfolio that is added to Schedule A hereto as a Portfolio after the date of this Agreement, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Portfolio as a Portfolio under the Agreement or (ii) the date upon which the shares of the Portfolio are first sold to the public, subject to the condition that the Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 0000 Xxx) of the Adviser, and the shareholders of such Portfolio, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Portfolio, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Portfolio. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Directors of the Company, or (ii) vote of a majority of the outstanding voting shares of such Portfolio (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. The Sub-Adviser shall not provide any services for such Series or receive any fees on account of such Series with respect to which this Agreement is not approved as described in the preceding sentence. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 0000 Xxx) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Company, unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing, this Agreement may be terminated for each or any Series hereunder: (a) by the Adviser at any time without penalty, upon sixty (60) days’ written notice to the Sub-Adviser and the Company, (b) at any time without payment of any penalty by the Trustees Company, upon the vote of a majority of the Trust Company’s Board or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Adviser and the Sub-Adviser, or (c) by the Sub-Adviser at any time without penalty, upon three (3) months’ written notice to the Adviser and the Company, unless the Adviser or the Company requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Company or the Adviser not to exceed three (3) months beyond the initial three-month notice period; provided however, that the Sub-Adviser may terminate this Agreement at any time without penalty effective upon written notice to the Adviser and the Company, in the event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be 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 Company, or in the event the Adviser becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Adviser or the Company as required by the terms of this Agreement. In addition, this Agreement shall terminate with respect to a Series in the event that it is not approved by the vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if Series at a meeting of shareholders at which approval of the Agreement shall be considered by shareholders of the Series. In the event of termination for any Portfolio fail to approve reason, all records of each Series for which the Agreement as provided herein, is terminated shall promptly be returned to the Adviser may continue to serve hereunder or the Company, free from any claim or retention of rights in the manner and to the extent permitted such records by the Investment Company Act Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of 1940 and rules thereundersuch records. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignmentassignment (as such term is described in the 1940 Act). Any notice under In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 2(e), 9, 10, 11, 14, 15, and 19 of this Agreement shall be given remain in writingeffect, addressed and delivered, or mailed postpaid, to the other party at the primary office as well as any applicable provision of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActParagraph numbered 16.

Duration and Termination. This AgreementAgreement will become effective as of the date hereof, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements under the 40 Act, and, unless sooner terminated as provided herein, shall will continue in effect for two (2) years after its initial approval as from the date of execution. Thereafter, if not terminated, this Agreement will continue in effect for the Fund from year to each Portfolio and thereafter for periods of one year for so long as year, provided that such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees members of the Trust Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such partythe Trust, Sub-Adviser, or Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees vote of a majority of the Trust Trust’s Board of Trustees or by the vote of a majority of the outstanding voting securities of each Portfolio; providedthe Fund. Notwithstanding the foregoing, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio the Fund at any time, without the payment of any penalty, on sixty (60) days’ written notice to Sub-Adviser by the ManagerAdviser, by vote of a majority the Board of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund. If the termination is by Adviser and is for other than the default of Sub-Adviser, Adviser shall pay Sub-Adviser on not less than 30 days nor more than 60 days written notice a pro rata basis for services rendered to the effective date of termination of Sub-Adviser, or by the Adviser . This Agreement may be terminated at any time time, without the payment of any penalty, on 60 days sixty (60) days’ written notice by Sub-Adviser to the TrustAdviser. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. (As used in this Section 11Agreement, the terms "assignment", "interested persons", and a "vote of a “majority of the outstanding voting securities" shall ”, “interested persons” and “assignment” have the respective meanings set forth same meaning as when such terms appear in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said 40 Act.) Within sixty (60) days of the effective date on which this Agreement is terminated, Adviser shall cause the name of the Fund to be changed, and such name shall not include, the name of Sub-Adviser (“Geneva”), unless Adviser and Sub-Adviser have entered into a new sub-advisory agreement with respect to the Fund within the sixty (60) day period.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue for in full force and effect with respect to the Portfolio until the earlier of (a) two years from the date this Agreement is approved by the Trustees, or (b) the first meeting of the shareholders of the Portfolio after its initial approval the date hereof. If approved at such meeting by the affirmative vote of a majority of the outstanding voting securities (as defined in the Investment Company Act of 1940), of the Portfolio with respect to each the Portfolio, voting separately from any other series of the Trust, this Agreement shall continue in full force and effect with respect to such Portfolio and from year to year thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (ai) by 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, and (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; the Portfolio voting separately from any other series of the Trust, provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser Subadviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, Subadviser or by the Adviser Subadviser at any time without the payment of any penalty, on 60 90 days written notice to Adviser and the Trust; provided, however, that this Agreement may not be terminated by Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Investment Company Act of 1940, or after six months' written notice, whichever is earlier. This Agreement will shall automatically and immediately terminate in the event of its assignmentassignment (as defined in the Investment Company Act of 1940). Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaidpostage prepaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act. This Agreement will also terminate in the event that the Investment Advisory and Management Agreement by and between the Trust on behalf of the Portfolio and Adviser referred to in Section 1 is terminated.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue for two years after its initial approval become effective as to each Portfolio and thereafter for periods Fund as of one year for so long as such continuance thereafter is specifically the date set forth opposite the Fund’s name on Schedule A hereto, provided that this Agreement has been approved at least annually by (ai) by the vote of a majority of those Trustees members of the Trust Trust’s Board of Trustees who are not parties to this Agreement nor “interested persons” of the Trust, the Sub-Adviser or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) the vote of a majority of the outstanding voting securities of the Fund. This Agreement shall remain in effect with respect to a Fund for a period of two (2) years from its effective date, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect with respect to a Fund thereafter for successive periods of twelve (12) months so long as such continuation is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement nor “interested persons persons” of any such partythe 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 either (i) the Trust’s Board of Trustees of or (ii) the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; providedthe Fund. Notwithstanding the foregoing, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the ManagerTrust’s Board of Trustees, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor Trust or, with respect to any one or more than 60 days of the Funds, by the vote of a majority of the outstanding voting securities of such Fund or Funds, upon sixty (60) days’ prior written notice to the Adviserother parties, or by the Adviser at any time without or the payment of any penaltySub-Adviser, on 60 days as to all Funds, (i) upon one (1) year’s prior written notice to the TrustTrust and the other party, (ii) if either the Adviser or the Sub-Adviser shall materially breach this Agreement and such breach shall remain uncured for a period of sixty (60) days, the non-breaching party may terminate this Agreement upon expiration of the sixty-day period, or (iii) in the event that the Trust terminates this Agreement with respect to either the Adviser or the Sub-Adviser, the non-terminated party may terminate this Agreement concurrent with the Fund’s termination. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. (As used in this Section 11Agreement, the terms "assignment", "interested persons", and a "vote of a “majority of the outstanding voting securities" shall ”, “interested persons” and “assignment” have the respective meanings set forth same meaning of such terms in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its each Fund listed on Schedule A attached hereto remain in effect from the date of execution or, if later, the date the initial approval as capital to each Portfolio a series of the Trust is first provided (the "Effective Date."), until one year from the Effective Date, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser Advisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the AdviserAdvisor, or by the Adviser Advisor at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this This Agreement shall be given in writingextend to and bind the heirs, addressed executors, administrators and delivered, or mailed postpaid, to successors of the other party at the primary office of such party, unless such party has previously designated another addressparties hereto. As used in this Section 1113, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the U.S. Securities and Exchange Commission under said ActCommission.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until [ ] and thereafter, may continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as in effect only if such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees a vote of a majority of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders interest holders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio the Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees members of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 sixty (60) days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustFund. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue as to each Portfolio for two years after its the Portfolio’s initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the applicable Portfolio; provided, however, that if the shareholders of any the applicable Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the applicable Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the TrustManager. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 119, and Section 8 above, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees a vote of a majority of the Trust Trust’s Board or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio particular Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees members of the Trust Trust’s Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1113, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as ------------------------ provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any the Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the their respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Lead Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than 30 days nor more than (60) sixty days prior notice to the Lead Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on a Fund upon not less than 30 days nor more than 60 (60) sixty days written notice to the Lead Adviser, or by the Lead Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustManager. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 1113, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio the Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio the Fund at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act. For the avoidance of doubt, either party may terminate the services provided with respect to any Sub-Portfolio using the same process set forth in this Section 11; provided, however that such termination shall not be considered a termination of the Agreement with respect to any non-terminated Sub-Portfolios.

Duration and Termination. This Agreement, unless Unless sooner terminated as provided herein, this Agreement shall continue for two years after its initial approval as to each Portfolio one year following the date first set forth above, and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those the Trustees of the Trust Trust, including a majority of the Trustees who are not parties to this Agreement or interested persons of the Investment Adviser or any such partyprincipal underwriter of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (b) approval or by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunderTrust. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, time without the payment of any penalty, penalty by the Manager, by vote of a majority of the Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Portfolio Trust on not less than 30 days nor more than 60 days days' written notice to the Adviser, Investment Adviser or by the Investment Adviser at any time without the payment of any penalty, penalty on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of or such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", ," "interested persons", person," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions exceptions as may be granted by the Securities and Exchange Commission under said the 1940 Act.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the BDC as provided herein, shall continue in effect for a period of two years after its initial approval as years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to each Portfolio and thereafter the BDC for successive periods of one year for so long as 12 months, provided such continuance thereafter is specifically approved at least annually by both (a) the vote of a majority of the BDC's Board of Directors or the vote of a majority of the outstanding voting securities of the BDC at the time outstanding and entitled to vote, and (b) by the vote of a majority of those Trustees of the Trust Directors who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio by the BDC at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the ManagerAdvisor), provided that such termination by the BDC shall be directed or approved by the vote of a majority of the Trustees Directors of the Trust BDC in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice BDC at the time outstanding and entitled to the Adviservote, or by the Adviser at any time without the payment of any penalty, Advisor on 60 days days' written notice to (which notice may be waived by the TrustBDC). This Agreement will automatically and also 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 the primary office of such party, unless such party has previously designated another address. (As used in this Section 11Agreement, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the respective same meanings of such terms in the 1940 Act.) If this Agreement is terminated pursuant to this Section, the Fund shall pay the Advisor a pro rated portion of the Management Fee and the Carried Interest. The Management Fee and the Carried Interest due to the Adviser in the event of termination pursuant to this Section will be determined according to the method set forth in the Investment Company Act of 1940 following paragraph. The BDC will engage at its own expense a firm acceptable to the BDC and the rules Advisor to determine the maximum reasonable fair value as of the termination date of the BDC's consolidated assets (assuming each asset is readily marketable among institutional investors without minority discount and regulations thereunder, subject with an appropriate control premium for any control positions and ascribing an appropriate net present value to unamortized organizational and offering costs and going concern value). After review of such exemptions as may be granted firm's work papers by the Securities Advisor and Exchange Commission under said Actthe BDC and resolution of any comments therefrom, such firm will render its report as to valuation, and the BDC will pay to the Advisor or its affiliates any Management Fees or Carried Interest, as the case may be, payable pursuant to the paragraphs above as if all of the consolidated assets of the BDC had been sold at the values indicated in such report and any net income and gain distributed. Such report will be completed within 90 days after notice of termination is delivered hereto.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect with respect to the Portfolio until two years after its initial approval as to each Portfolio from the date first set forth above, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio, subject to the right of the Trust and the Advisor to terminate this contract as provided in this Section 12; provided, however, that if the shareholders of any the Portfolio fail to approve the Agreement as provided herein, the Adviser Advisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act as modified or interpreted by any applicable order or orders of 1940 and the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC thereunder. The foregoing requirement that continuance of this Agreement be "`specifically approved at least annually" ' shall be construed in a manner consistent with the Investment Company 1940 Act as modified or interpreted by any applicable order or orders of 1940 and the SEC or any rules and or regulations adopted by, or interpretative releases of, the SEC thereunder. This Agreement may be terminated as to any the Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days days' written notice to the AdviserAdvisor, or by the Adviser Advisor at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "term `assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" ' shall have the respective meanings meaning as set forth in the Investment Company 1940 Act as modified or interpreted by any applicable order or orders of 1940 and the SEC or any rules and or regulations thereunderadopted by, subject to such exemptions as may be granted by or interpretative releases of, the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement will become effective with respect to each Fund listed on Schedule A as of the date first written above (or, if a particular Fund is not in existence on that date, on the date Schedule A hereto is amended to add such Fund), provided that it shall have been approved by vote of a majority of the outstanding voting securities of such Fund and approved 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 Agreement, cast in person at a meeting called for the purpose of voting on such approval, in accordance with the requirements under the 1940 Act, and, unless sooner terminated as provided herein, shall continue in effect for two years after its initial approval as to each Portfolio and thereafter the two-year period from the effective date for periods of one a Fund. Thereafter, if not terminated, this Agreement shall continue in effect for successive one-year for so long as terms, provided that such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees members of the Trust Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees vote of a majority of the Trust’s Board of Trustees or by the vote of a majority of the outstanding voting securities of such Fund. Notwithstanding the foregoing, this Agreement may be terminated as to a particular Fund at any time (i) on 60 days’ written notice or (ii) upon material breach by a party of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach, in each case without the payment of any penalty, by the Trust (by vote of the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, such Fund) or by the Manager. The Trust may terminate this Agreement immediately if, by vote of a majority in the reasonable judgment of the Trustees Trust, the Manager becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of the Trust Manager or by vote of a majority of other circumstances that could adversely affect the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the TrustFund. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11Agreement, the terms "assignment", "interested persons", and a "vote of a “majority of the outstanding voting securities" ,” “interested persons,” and “assignment” shall have the respective same meanings set forth as ascribed to such terms in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio the Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio the Fund at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act. For the avoidance of doubt, either party may terminate the services provided with respect to any Sub-Portfolio using the same process set forth in this Section 11; provided, however that such termination shall not be considered a termination of the Agreement with respect to any non-terminated Sub-Portfolios.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than thirty (30) days nor more than sixty (60) days prior notice to the Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 not less than thirty (30) days nor more than sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days days’ nor more than 60 days days’ written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days days’ written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "“assignment", ",” “interested persons", ,” and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each the Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any the Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 mailed, including by electronic mail, postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.and

Duration and Termination. This AgreementAgreement shall become effective with respect to a Portfolio as of the date set forth opposite such Portfolio on Appendix A and, unless sooner terminated with respect to the Portfolio as provided herein, shall continue in effect for a period of two years after its initial approval as years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to each the Portfolio and thereafter for successive periods of one year for so long as 12 months, provided such continuance thereafter is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or a vote of a majority of the outstanding voting securities of the Portfolio at the time outstanding and entitled to vote and (b) by the vote of a majority of those Trustees of the Trust Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any by a Portfolio or the Adviser at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days' notice (which notice may be waived by the ManagerSub-Adviser), provided that such termination by the Portfolio or the Adviser shall be directed or approved 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 Portfolio on not less than 30 days nor more than 60 days written notice entitled to the Adviservote, or by the Sub-Adviser at any time without the payment of any penalty, on 60 days days' written notice to (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 automatically and also 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 the primary office of such party, unless such party has previously designated another address. (As used in this Section 11Agreement, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the respective same meanings set forth of such terms in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.) 10.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect with respect to a Fund until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Company 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, and (b) by the Trustees Directors of the Trust Company, or by vote of a majority of the outstanding voting securities of each Portfoliosuch Fund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities of the Portfolio such Fund on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 90 days written notice to the TrustCompany. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser Subadvisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerAdvisor, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the AdviserSubadvisor, or by the Adviser Subadvisor at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically Fund listed on Schedule A attached hereto become effective on the date listed therein or, if later, the date the agreement was approved at least annually by both: (a) by the vote of a majority of those Trustees of the Trust who are not parties to such agreement or interested persons of any such party (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval; and (b) the vote of a majority of the outstanding voting securities of such Fund (the “Effective Date”), for an initial term of two years from the Effective Date. Thereafter, the Agreement shall continue in effect for each Fund for subsequent periods of one year so long as each such continuance is specifically approved at least annually: (a) by the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the shareholders of any 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. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. No amendment to this Agreement shall be effective unless the terms thereof have been approved as required by the 1940 Act (currently, by the vote of a majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act (unless shareholder approval of the amendment would not be required based upon relevant SEC interpretations of Section 15 of the 1940 Act), and by the vote of a majority of Trustees of the Trust who are not parties to the Agreement or interested persons of any such 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 vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder). This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the AdviserAdvisor, or by the Adviser Advisor at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this This Agreement shall be given in writingextend to and bind the heirs, addressed executors, administrators and delivered, or mailed postpaid, to successors of the other party at the primary office of such party, unless such party has previously designated another addressparties hereto. As used in this Section 1113, the terms "“assignment", ",” “interested persons", ,” and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "“assignment", ",” “interested persons", ,” and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each the Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any the Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days days' nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days days' written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Company 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, and (b) by the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of each Portfoliothe Company; provided, however, that if the shareholders Members of any Portfolio the Company fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of the Portfolio Company on not less than 30 days days' nor more than 60 days days' written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 days 90 days' written notice to the TrustCompany. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Company 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, and (b) by the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of each Portfoliothe Company; provided, however, that if the shareholders Members of any Portfolio the Company fail to approve the Agreement as provided herein, the Adviser Subadvisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of the Portfolio Company on not less than 30 days days' nor more than 60 days days' written notice to the AdviserSubadvisor, or by the Adviser Subadvisor at any time without the payment of any penalty, on 60 days 90 days' written notice to the TrustInvestment Manager. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days days' nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days days' written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC Large Cap Value, Small Cap Value, and Balanced Funds As used in this Section 11, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue for two years after its initial approval become effective as to each Portfolio and thereafter the Fund as of the effective date of the Trust’s Registration Statement for periods of one year for so long as such continuance thereafter is specifically the Fund, provided that this Agreement has been approved at least annually by (ai) by the vote of a majority of those Trustees members of the Trust Trust’s Board of Trustees who are not parties to this Agreement nor “interested persons” of the Trust, the Sub-Adviser or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) the vote of a majority of the outstanding voting securities of the Fund. This Agreement shall remain in effect with respect to the Fund for a period of two (2) years from its effective date, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect with respect to the Fund thereafter for successive periods of twelve (12) months so long as such continuation is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement nor “interested persons persons” of any such partythe 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 either (i) the Trust’s Board of Trustees of or (ii) the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; providedthe Fund, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent otherwise complies with the Investment Company Act requirements of the 1940 and Act. Notwithstanding the rules and regulations thereunder. This foregoing, this Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the ManagerTrust’s Board of Trustees, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days Trust, or by the vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ prior written notice to the Adviserother parties, or by the Adviser at any time without or the payment of any penalty, on 60 days Sub-Adviser if either the Adviser or the Sub-Adviser shall materially breach this Agreement and Adviser or Sub-Adviser has been provided written notice to and where such breach remains uncured for a period of sixty (60) days following such notice. In the Trustevent that the Trust terminates the Investment Advisory Agreement, this Agreement shall terminate concurrently with such termination. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11Agreement, the terms "assignment", "interested persons", and a "vote of a “majority of the outstanding voting securities" shall ”, “interested persons” and “assignment” have the respective meanings set forth same meaning of such terms in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue as to each Portfolio for two years after its the Portfolio's initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the applicable Portfolio; provided, however, that if the shareholders of any the applicable Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the applicable Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the TrustManager. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 119, and Section 8 above, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Underlying Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on 60 not less than thirty (30) days written notice to the TrustManager and the Lead Adviser. This Agreement will automatically and immediately terminate in the event of its assignment. Any For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used period provided in this Section 11may be waived by the party(ies) required to be notified, in their absolute discretion. Unless otherwise described in this Agreement, the terms "“affiliated person”, “assignment", ",” “interested persons", ,” and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Underlying Adviser or any officer or director of the Underlying Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or any officer or director of the Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund, and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually in conformity with the requirements of the Investment Company Act (aand any related rules, regulations, orders, exemptions and interpretations thereunder). This Agreement may be terminated as to any Fund at any time, without the payment of any penalty, by: the Manager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser; by 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, and (b) by the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or ; by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust; upon written notice by a party to another party that the other party is in material breach of this Agreement, unless the party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party or parties alleging the breach within thirty (30) days after written notice; or by the Manager immediately upon written notice to the Adviser if the Adviser gives notice of any financial condition that is reasonably and foreseeably likely to impair the Adviser’s ability to fulfill its commitments under this Agreement or otherwise becomes unable to discharge its duties and obligations under this Agreement. For the avoidance of doubt, the termination of this Agreement with respect to one Fund will not automatically terminate this Agreement for any other Funds. Upon receipt of a notice of termination from the Manager, the Adviser shall, at the reasonable request of the Manager, continue to perform the services under this Agreement, and shall cooperate with the transfer of data, records and other resources, including shareholder information and any confidential information, as instructed by the Manager. Any notice of termination served on the Adviser by the Manager shall be without prejudice to the obligation of the Adviser to complete transactions already initiated or acted upon with respect to a Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addressits absolute discretion. As used in this Section 11, the terms "“assignment", "interested persons", ” and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 (and the rules any related rules, regulations, orders and regulations interpretations thereunder), subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio Fund listed on Schedule A attached hereto remain in effect from the date of execution (the “Effective Date.”), until one year from the Effective Date, and thereafter thereafter, for periods a period of one year for so long as (a) such continuance thereafter is specifically approved at least annually by either (ai) by the affirmative vote of a majority of those the Trustees cast in person at a meeting called for the purpose of voting on such approval, or (ii) the affirmative vote of a majority of each Fund’s outstanding voting securities; and (b) the affirmative vote of a majority of the Trust Trustees who are not parties to this Agreement the agreement or interested persons of any such 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 vote of a majority of the outstanding voting securities of each Portfoliothat purpose; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser Advisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the AdviserAdvisor, or by the Adviser Advisor at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the U.S. Securities and Exchange Commission under said ActCommission.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days days’ nor more than 60 days days’ written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days days’ written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "“assignment", ",” “interested persons", ,” and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from the effective date of the Agreement and thereafter for periods of one year for so long as thereafter, may continue in effect only if such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees a vote of a majority of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders interest holders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser Advisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio the Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees members of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 sixty (60) days written notice to the AdviserAdvisor, or by the Adviser Advisor at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustFund. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This AgreementAgreement is effective as of the Effective Date, unless sooner terminated as provided herein, and shall continue for two years after its initial approval as in full force and effect with respect to each Portfolio the Fund until June 30, 2012; provided, that this Agreement shall continue in full force and effect with respect to the Fund from year to year thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund voting separately; provided, howeverprovided further, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Portfolio Fund or by the Investment Manager on not less than 30 days nor more than 60 days written notice to the Sub-Adviser, or by the Sub-Adviser at any time without the payment of any penalty, penalty on 60 not less than 90 days written notice to the Investment Manager and the Trust. Notwithstanding the above, the Sub-Adviser may not terminate the Agreement during the 24-month period immediately following the Effective Date. This Agreement will shall automatically and immediately terminate in the event of its assignmentassignment or the assignment of the Management Agreement. Any notice under this This Agreement shall also terminate in the event that the Management Agreement by and between the Trust on behalf of the Fund and the Investment Manager referred to in Section 1 is terminated. In the event of termination for any reason, all records of the Fund shall promptly be given returned to the Investment Manager or the Trust, free from any claim or retention of rights in writingsuch records by the Sub-Adviser, addressed although the Sub-Adviser may, at its expense, make and deliveredretain a copy of such records. Notices and other writings delivered or mailed postage prepaid to the Investment Manager and the Trust at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: [Xxxxx X. Xxxxxxx, Esq.], or mailed postpaid, to the Sub-Adviser at 00 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx 0, Xxxxx X, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: [Secretary], or to such other party at address as the primary office of such Investment Manager or the Sub-Adviser may hereafter specify by written notice to the most recent address specified by the other party, unless such party has previously designated another addressshall be deemed to have been properly delivered or given hereunder to the respective addressee. As used in this Section 119, the terms "“assignment", ",” “interested persons", ” and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said that Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Underlying Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on 60 thirty (30) days written notice to the TrustManager and the Lead Adviser. This Agreement will automatically and immediately terminate in the event of its assignment. Any For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice under period provided in this Agreement shall Section may be given waived by the party(ies) required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 1116, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); (ii) the Key Portfolio Manager(s) ceasing to be employed by the Underlying Adviser or continuing to oversee the Underlying Adviser’s management of the Funds’ assets; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of the Underlying Adviser being accused in any regulatory, self-regulatory or judicial proceeding as having violated the federal securities laws or engaged in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or any officer or director of the Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Fund 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, and (b) by the Trustees Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days 90 days' written notice to the TrustFund. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Company 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, and (b) by the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of each Portfoliothe Company; provided, however, that if the shareholders Members of any Portfolio the Company fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of the Portfolio Company on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 90 days written notice to the TrustCompany. This Agreement will 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 the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This AgreementAgreement will become effective as of the date first written above with respect to each Fund listed on Appendix A as of such date, and, with respect to any additional Fund, as of the date of any addendum executed by the Trust, on behalf of such Fund, and Adviser, in accordance with Section 1(b) hereof, provided that this Agreement (as supplemented by the terms specified in any addendum pursuant to Section 1(b) hereof) shall have been approved in accordance with the requirements of the 1940 Act, and, unless sooner terminated as provided herein, shall thereafter continue for two years after its initial approval as in effect with respect to each Portfolio and thereafter such Fund for an initial two-year period from the applicable effective date. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the particular Fund for successive periods of one year for so long as year, provided that such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees members of the Trust Trust’s Board of Trustees who are not parties to this Agreement or “interested persons persons” of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trust’s Board of Trustees of the Trust or by vote of a “majority of the outstanding voting securities securities” of each Portfolio; providedsuch Fund. Notwithstanding the foregoing, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as with respect to any Portfolio Fund at any time, without the payment of any penalty, (i) by the Manager, Trust (by vote of a majority of the Trust’s Board of Trustees of the Trust or by vote of a “majority of the outstanding voting securities securities” of the Portfolio such Fund) on not less than 30 days nor more than 60 days sixty (60) days’ written notice to the Adviser, or (ii) by the Adviser at any time without the payment of any penalty, on 60 days sixty (60) days’ written notice to the Trust. This Agreement will automatically and immediately terminate with respect to all Funds 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 primary office of such party, unless such party has previously designated another address. .” (As used in this Section 11Agreement, the terms "assignment", "interested persons", and a "vote of a “majority of the outstanding voting securities" ,” “interested persons” and “assignment” shall have the respective same meanings set forth in as such terms have under the Investment Company Act of 1940 and the rules and regulations thereunderAct, subject to such exemptions as may be granted including any interpretive guidance thereunder by the Securities and Exchange Commission under said ActSEC or its staff.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approvalapproval and agreed by the Adviser, and or (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, (a) by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, (b) by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or (c) by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Fund 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, and (b) by the Trustees Directors of the Trust Fund or by vote of a majority of the outstanding voting securities Interests of each Portfoliothe Fund; provided, however, that if the shareholders Investors of any Portfolio the Fund fail to approve the Agreement as provided herein, the Investment Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Fund or by vote of a majority of the outstanding voting securities Interests of the Portfolio Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Investment Adviser, or by the Investment Adviser at any time without the payment of any penalty, on 60 ninety (90) days written notice to the TrustFund. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1112, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said the Investment Company Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. American Beacon Advisors Tri-Party Investment Sub-Advisory Agreement Brandywine Global Investment Management LLC Flexible Bond Fund As used in this Section 1113, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue for in full force and effect with respect to a Portfolio until the earlier of (a) two years from the date this Agreement is approved by the Trustees, or (b) the first meeting of the shareholders of such Portfolio after its initial approval the date hereof. If approved at such meeting by the affirmative vote of a majority of the outstanding voting securities (as defined in the Investment Company Act of 1940), of the Portfolio with respect to each such Portfolio, voting separately from any other series of the Trust, this Agreement shall continue in full force and effect with respect to such Portfolio and from year to year thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (ai) by 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, and (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; the Portfolio voting separately from any other series of the Trust, provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser Subadviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the a Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, Subadviser or by the Adviser Subadviser at any time without the payment of any penalty, on 60 90 days written notice to Adviser and the Trust; provided, however, that this Agreement may not be terminated by Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Investment Company Act of 1940, or after six months' written notice, whichever is earlier. This Agreement will shall automatically and immediately terminate in the event of its assignmentassignment (as defined in the Investment Company Act of 1940). Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaidpostage prepaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act. This Agreement will also terminate in the event that the Investment Advisory and Management Agreement by and between the Trust on behalf of the Portfolios and Adviser referred to in Section 1 is terminated.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days 90 days' written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Underlying Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustManager and the Lead Adviser. This Agreement will automatically and immediately terminate in the event of its assignment. Any For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice under period provided in this Agreement shall Section may be given waived by the party(ies) required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 1118, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); (ii) the Key Portfolio Manager(s) ceasing to be employed by the Underlying Adviser or continuing to oversee the Underlying Adviser’s management of the Funds’ assets; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of the Underlying Adviser being accused in any regulatory, self-regulatory or judicial proceeding as having violated the federal securities laws or engaged in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or any officer or director of the Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof with respect to the Portfolios listed in the recitals, and with respect to any additional Portfolios added pursuant to Section 1 hereof, on the date of receipt by the Trust of notice from the Adviser in accordance with said Section that the Adviser is willing to serve as investment adviser with respect to such Portfolios, provided that this Agreement (as supplemented by the terms specified in any notice and agreement pursuant to Section 1 hereof) has been approved by the shareholders of the Portfolios in accordance with the requirements of the 1940 Act, and, unless sooner terminated as provided herein, shall continue for two years after its initial approval as in effect with respect to each Portfolio and thereafter for periods of one year two years. Thereafter, if not terminated, this Agreement shall automatically continue in effect as to a particular Portfolio for so long as successive annual periods, provided such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees members of the Trust Trust's Board of Trustees who are not parties to this Agreement or interested persons of any such partyparty 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 of the Trust or by vote of a majority of the outstanding voting securities of each such Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the continuation of its Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time time, without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Underlying Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on 60 thirty (30) days written notice to the TrustManager and the Lead Adviser provided however that, immediately following the event of a decrease which reduces the Allocated Portion of any fund to zero, the underlying adviser may, but is not obligated, terminate this agreement as to that fund immediately upon written notice to the manager and the lead adviser. This Agreement will automatically and immediately terminate in the event of its assignment. Any For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice under period provided in this Agreement shall Section may be given waived by the party(ies) required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 1116, the terms "“assignment"”, "“interested persons"”, and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); (ii) the Key Portfolio Manager(s) ceasing to be employed by the Underlying Adviser or continuing to oversee the Underlying Adviser’s management of the Funds’ assets; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of the Underlying Adviser being accused in any regulatory, self-regulatory or judicial proceeding as having violated the federal securities laws or engaging in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or any officer or director of the Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue as to each Portfolio for two years after its the Portfolio’s initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the applicable Portfolio; provided, however, that if the shareholders of any the applicable Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the applicable Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the TrustManager. This Agreement will 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 the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, and Section 9 above, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.