Common use of Duration and Termination Clause in Contracts

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

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

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period until the earlier of two years. ThereafterDecember 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at the time outstanding and entitled to vote, and least annually (ba) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 90 days' written notice (which notice may be waived by to the Trust)Fund. This Agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

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

Duration and Termination. This Agreement shall become effective as The term of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect commence on the date that an amendment to the Trust for successive periods of 12 monthsTrust's registration statement establishing the Fund becomes effective (the "Effective Date"), provided such continuance that first it is specifically approved at least annually by both (a) the vote Board of Trustees of the Trust, including a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the those Trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the 1940 Act, and by the holders of a majority of the outstanding voting securities of the Fund, and shall continue in effect until December 31, 2001. This Agreement may continue in effect after its initial term only if such continuance is approved at least annually by (i) the Trust's Board of Trustees or (ii) the vote of a majority of the outstanding voting securities of the Fund; and in either event by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe 1940 Act. Notwithstanding the foregoing, this Agreement may be terminated terminated: (a) at any time without penalty by the Trust at any time, without the payment of any penalty, Fund upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the Fund's outstanding voting securities of the Trust at the time outstanding and entitled to votesecurities, or by the Advisor on 60 upon sixty (60) days' written notice to the Adviser or (which notice may be waived b) by the Trust)Adviser at any time without penalty, upon sixty (60) days' written notice to the Fund. This Agreement will also immediately terminate automatically in the event of its assignmentassignment (as defined in the 1940 Act). (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 8, the terms "assignment", "interested person" and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

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

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

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

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

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

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

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period until the earlier of two years. ThereafterDecember 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at the time outstanding and entitled to vote, and least annually (ba) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the ---------------- shareholders of the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 90 days' written notice (which notice may be waived by to the Trust)Fund. This Agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

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

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

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

Duration and Termination. (a) This Agreement shall become effective as of on the date hereof and, unless first written above. Unless sooner terminated with respect to the Trust as provided hereinin this Section 7(a), this Agreement shall continue in effect for a period of two yearsuntil one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust automatically for successive periods terms of 12 monthsone year, provided that such continuance is specifically approved at least annually by both (a) the by a vote of a majority of those members of the Trust's ’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or “interested persons persons” of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , and (b) by the foregoingTrust’s Board of Trustees or by a vote of a “majority of the outstanding voting securities” of the Trust; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the entire Board of Trustees of the Trust in office at the time or by the a vote of the holders of a “majority of the outstanding voting securities securities” of the Trust at the time outstanding and entitled Trust, on sixty (60) days prior written notice to vote, FMG LLC or by FMG LLC at any time, without the Advisor payment of any penalty, on 60 days' sixty (60) days prior written notice (which notice may be waived by to the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "“majority of the outstanding voting securities," "” and “interested person" and "assignment" persons” shall have the same meanings of meaning as such terms have in the 1940 Act. Upon termination of this Agreement, the Trust shall pay to FMG LLC such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.)

Duration and Termination. This Agreement shall become effective as The term of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect commence on the date that an amendment to the Trust for successive periods of 12 monthsTrust's registration statement establishing the Fund becomes effective (the "Effective Date"), provided such continuance that first it is specifically approved at least annually by both (a) the vote Board of Trustees of the Trust, including a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the those Trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the 1940 Act, and by the holders of a majority of the outstanding voting securities of the Fund, and shall continue in effect until December 31, 2003. This Agreement may continue in effect after its initial term only if such continuance is approved at least annually by (i) the Trust's Board of Trustees or (ii) the vote of a majority of the outstanding voting securities of the Fund; and in either event by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe 1940 Act. Notwithstanding the foregoing, this Agreement may be terminated terminated: (a) at any time without penalty by the Trust at any time, without the payment of any penalty, Fund upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the Fund's outstanding voting securities of the Trust at the time outstanding and entitled to votesecurities, or by the Advisor on 60 upon sixty (60) days' written notice to the Adviser or (which notice may be waived b) by the Trust)Adviser at any time without penalty, upon sixty (60) days' written notice to the Fund. This Agreement will also immediately terminate automatically in the event of its assignmentassignment (as defined in the 1940 Act). (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 8, the terms "assignment", "interested person" and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

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

Duration and Termination. A. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to each Fund listed on Exhibit A hereof on the Trust effective date set forth in such Exhibit A (the “Effective Date”) and, with respect to each Fund not in existence on that date, on the Effective Date set forth in an amendment to Exhibit A to this Agreement relating to that Fund (provided in each case this Agreement has been approved with respect to a Fund in the manner required by Section 15 under the 1940 Act and if applicable, in the manner required by the Exemptive Order as set forth below). Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of Fund for two yearsyears from its Effective Date. Thereafter, if not terminated, this Agreement shall continue in effect with respect as to the Trust a Fund for successive periods of 12 monthsone-year periods, provided such continuance is specifically approved at least annually (i) by both the Fund’s Board or (aii) the vote of a majority of the Trust's Board of Trustees or the vote of by a majority of the outstanding voting securities of the Trust at Fund, provided that in either event, the time outstanding and entitled to vote, and (b) continuance is also approved by the vote of a majority of the Trustees trustees of the respective Fund who are not parties to this Agreement or interested persons (as defined in the 1000 Xxx) of any party Party to this AgreementAgreement by vote cast in-person at meeting called for the purpose of voting on such approval (subject to any exemptive order or other relief from the in-person requirement provided by the SEC upon which the Fund may rely). If a Fund has adopted a Plan, in accordance with the terms of the Exemptive Order, this Agreement must be approved at least annually by a majority of the trustees of the respective Fund and of the trustees of the Fund who are not interested persons (as defined in the 1000 Xxx) and have no financial interest in the operation of the Plan or in any agreements related to such Plan, cast in in-person at a meeting called for the purpose of voting on such approval. Notwithstanding approval (subject to any exemptive order or other relief from the foregoing, this Agreement may be terminated in-person requirement provided by the Trust at any time, without SEC upon which the payment of any penalty, upon giving the Advisor 60 days' notice (which notice Fund may be waived by the Advisorrely), provided that such termination by the Trust 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 voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 days' written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective as The term of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect commence on the date that an amendment to the Trust for successive periods of 12 monthsTrust's registration statement establishing the Fund becomes effective (the "Effective Date"), provided such continuance that first it is specifically approved at least annually by both (a) the vote Board of Trustees of the Trust, including a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the those Trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the 1940 Act, and by the holders of a majority of the outstanding voting securities of the Fund, and shall continue in effect until December 31, 2005. This Agreement may continue in effect after its initial term only if such continuance is approved at least annually by (i) the Trust's Board of Trustees or (ii) the vote of a majority of the outstanding voting securities of the Fund; and in either event by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe 1940 Act. Notwithstanding the foregoing, this Agreement may be terminated terminated: (a) at any time without penalty by the Trust at any time, without the payment of any penalty, Fund upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the Fund's outstanding voting securities of the Trust at the time outstanding and entitled to votesecurities, or by the Advisor on 60 upon sixty (60) days' written notice to the Adviser or (which notice may be waived b) by the Trust)Adviser at any time without penalty, upon sixty (60) days' written notice to the Fund. This Agreement will also immediately terminate automatically in the event of its assignmentassignment (as defined in the 1940 Act). (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 8, the terms "assignment", "interested person" and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

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

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

Duration and Termination. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust each Fund as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust each Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust each Fund at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor Adviser 60 days' notice (which notice may be waived by the AdvisorAdviser), provided that such termination by the Trust 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 voting securities of the Trust each Fund at the time outstanding and entitled to vote, or by the Advisor Adviser on 60 days' written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meanings of such terms in the 1940 Act.)) As additional series, other than the Funds, are established, the Agreement shall become effective with respect to each such series listed in Exhibit A at the annual fee set forth in such Exhibit upon the initial public offering of such new series, provided that the Trust has previously approved this Agreement for continuation as provided in this Section 10.

Duration and Termination. This Sub-advisory Agreement shall become effective as of the date hereof andcontinue for an initial term until December 31, 2011, unless sooner terminated with respect to the Trust as provided herein, and shall continue in effect for a period of two years. Thereafterthereafter, if not terminated, this Agreement shall continue in effect with respect to but only so long as the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Trust at Fund (as defined in the time outstanding and entitled to vote, 0000 Xxx) or by the Board of Trustees and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreementvote, cast in person at a meeting called for that purpose, of a majority of the purpose members of voting on the Board of Trustees who are not parties to this Contract or “interested persons” (as defined in the 0000 Xxx) of any such approvalparty. Notwithstanding the foregoing, this Sub-advisory Agreement may be terminated terminated: (a) at any time without penalty upon thirty (30) days’ written notice to the Sub-adviser by the Trust at any time, without the payment of any penalty, Fund upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by upon the vote of the holders of a majority of that Fund’s outstanding voting securities, (b) at any time without penalty upon thirty (30) days’ written notice to the voting securities Sub-adviser by the Manager, or (c) by the Sub-adviser upon thirty (30) days’ written notice to the Trust or the Manager. Anything to the contrary herein notwithstanding, any termination carried out pursuant to this Section 10 shall be without penalty and, further, the compensation schedule set forth in Section 4 hereof shall apply to the service of the Trust at Sub-adviser beyond the time outstanding and entitled to vote, or by end of the Advisor on 60 days' written notice (which notice may be waived by the Trust)period provided in this Section 10. This Sub-advisory Agreement will also immediately terminate automatically in the event of its assignmentassignment (as defined in the 0000 Xxx) or the assignment or termination of the Advisory Agreement. (As used in For purposes of this Section 10 and generally for purposes of this Sub-advisory Agreement, the terms "majority this Sub-Advisory Agreement shall be construed to pertain separately to each of the outstanding voting securities," "interested person" and "assignment" shall have the same meanings of such terms Fund as if set forth in the 1940 Actseparate agreements for each Fund.)

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

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect with respect to each Portfolio for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect up to one year from the effective date hereof (except with respect to any Portfolio added to Schedule A of this Agreement after the Trust date hereof, for successive periods an initial period of 12 months, two years from the date that such Portfolio is added) and thereafter provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of those members of the Trustees Board of Directors of the Fund who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of each of 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 holders of any Portfolios fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. Notwithstanding This Agreement may be terminated with respect to any of the foregoingPortfolios at any time, this without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days’ written notice to the Adviser. This Agreement may be terminated by the Trust Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 90 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 days' ’ written notice (which notice may be waived by to the Trust)Fund. This Agreement will also automatically and immediately terminate in the event of its assignment, 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 or mailed postpaid, to the other party at any office of such party and shall be deemed given when received by the addressee. As used in this AgreementSection 9, the terms "“assignment,” “interested persons,” and “a vote of a majority of the outstanding voting securities," "interested person" and "assignment" ” shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

Duration and Termination. (a) This Agreement shall become effective as of on the date hereof and, unless first written above. Unless sooner terminated with respect to the Trust as provided hereinin this Section 7(a), this Agreement shall continue in effect for a period of two yearsuntil August 31, 2021. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust automatically for successive periods terms of 12 monthsone year, provided that such continuance is specifically approved at least annually by both (a) the by a vote of a majority of those members of the Trust's ’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or “interested persons persons” of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , and (b) by the foregoingTrust’s Board of Trustees or by a vote of a “majority of the outstanding voting securities” of the Trust; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the entire Board of Trustees of the Trust in office at the time or by the a vote of the holders of a “majority of the outstanding voting securities securities” of the Trust at the time outstanding and entitled Trust, on sixty (60) days prior written notice to vote, EIM or by EIM at any time, without the Advisor payment of any penalty, on 60 days' sixty (60) days prior written notice (which notice may be waived by to the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "“majority of the outstanding voting securities," "” and “interested person" and "assignment" persons” shall have the same meanings of meaning as such terms have in the 1940 Act. Upon termination of this Agreement, the Trust shall pay to EIM such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.)

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

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

Duration and Termination. This Agreement shall become effective as of the date hereof andit is approved by a majority of the outstanding voting securities of the Fund's Portfolios, and unless sooner terminated with respect to the Trust as provided hereinhereinafter provided, shall continue remain in effect force for a period an initial term ending two years from the date of two years. Thereafterexecution, if not terminatedand from year to year thereafter, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided but only as long as such continuance is specifically approved at least annually (i) by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at Fund's Portfolios or by the time outstanding and entitled to voteDirectors of the Fund, and (bii) by the vote of a majority of the Trustees Directors of the Fund who are not parties to this Agreement or interested persons of any party to this Agreement, the Adviser or the Fund by votes cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoingThis Agreement may, this Agreement may on 60 days' prior written notice, be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor)Directors of the Fund, provided that such termination by the Trust 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 Trust at Fund's Portfolios, as the time outstanding and entitled to votecase may be, or by the Advisor on 60 days' written notice (which notice may be waived by the Trust)Adviser. This Agreement will also shall immediately terminate in the event of its assignment, unless an order is issued by the Securities and Exchange Commission conditionally or unconditionally exempting such assignment from the provisions of Section 15(a) of the 1940 Act, in which event this Agreement shall remain in full force and effect subject to the terms and provisions of said order. (As used in In interpreting the provisions of this Agreementparagraph 7, the terms definitions contained in Section 2(a) of the 1940 Act and the applicable rules under the 1940 Act (particularly the definitions of "interested person", "assignment" and "vote of a majority of the outstanding voting securities," "interested person" and "assignment" ) shall have be applied. The Adviser agrees to furnish to the same meanings Directors of the Fund such information on an annual basis as may reasonably be necessary to evaluate the terms of this Agreement. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation described in the 1940 Actparagraph 5 earned prior to such termination.)

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period until the earlier of two years. ThereafterJune 30, 1994 or the date of the first annual or special meeting of the shareholders of the Series and, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust Series, thereafter shall continue for periods of one year so long as such continuance is specifically approved at the time outstanding and entitled to vote, and least annually (ba) by the vote of a majority of those members of the Trustees Board of Directors of the Corporation who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Corporation or by vote of a majority of the outstanding voting securities of the Series; provided, however, that if the holders of shares of the Series fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules thereunder. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust Series at any time, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Corporation or by vote of a majority of the outstanding voting securities of the Series on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 days' written notice (which notice may be waived by to the Trust)Series. This Agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at any office of such party and shall be deemed given when received by the addressee. As used in this AgreementSection 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective as The term of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect commence on the date that an amendment to the Trust for successive periods of 12 monthsTrust's registration statement establishing the Fund becomes effective (the "Effective Date"), provided such continuance that first it is specifically approved at least annually by both (a) the vote Board of Trustees of the Trust, including a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the those Trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the 1940 Act, and by the holders of a majority of the outstanding voting securities of the Fund, and shall continue in effect for a period of [one/two] years. This Agreement may continue in effect after its initial term only if such continuance is approved at least annually by (i) the Trust's Board of Trustees or (ii) the vote of a majority of the outstanding voting securities of the Fund; and in either event by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe 1940 Act. Notwithstanding the foregoing, this Agreement may be terminated terminated: (a) at any time without penalty by the Trust at any time, without the payment of any penalty, Fund upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the Fund's outstanding voting securities of the Trust at the time outstanding and entitled to votesecurities, or by the Advisor on 60 upon sixty (60) days' written notice to the Adviser or (which notice may be waived b) by the Trust)Adviser at any time without penalty, upon sixty (60) days' written notice to the Fund. This Agreement will also immediately terminate automatically in the event of its assignmentassignment (as defined in the 1940 Act). (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 8, the terms "assignment", "interested person" and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

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

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

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

Duration and Termination. This Agreement shall become effective as of the date hereof andit is approved by a majority of the outstanding voting securities of the Company's Funds, and unless sooner terminated with respect to the Trust as provided hereinhereinafter provided, shall continue remain in effect force for a period an initial term ending two years from the date of two years. Thereafterexecution, if not terminatedand from year to year thereafter, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided but only as long as such continuance is specifically approved at least annually (i) by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at Company's Funds or by the time outstanding and entitled to voteDirectors of the Company, and (bii) by the vote of a majority of the Trustees Directors of the Company who are not parties to this Agreement or interested persons of any party to this Agreement, the Adviser or the Company by votes cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoingThis Agreement may, this Agreement may on 60 days' prior written notice, be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor)Directors of the Company, provided that such termination by the Trust 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 Trust at Company's Funds, as the time outstanding and entitled to votecase may be, or by the Advisor on 60 days' written notice (which notice may be waived by the Trust)Adviser. This Agreement will also shall immediately terminate in the event of its assignment, unless an order is issued by the Securities and Exchange Commission conditionally or unconditionally exempting such assignment from the provisions of Section 15(a) of the 1940 Act, in which event this Agreement shall remain in full force and effect subject to the terms and provisions of said order. (As used in In interpreting the provisions of this Agreementparagraph 7, the terms definitions contained in Section 2(a) of the 1940 Act and the applicable rules under the 1940 Act (particularly the definitions of "interested person," "assignment" and "vote of a majority of the outstanding voting securities," "interested person" and "assignment" ) shall have be applied. The Adviser agrees to furnish to the same meanings Directors of the Company such information on an annual basis as may reasonably be necessary to evaluate the terms of this Agreement. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation described in the 1940 Actparagraph 5 earned prior to such termination.)

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

Duration and Termination. (a) This Agreement agreement shall become effective as of on the date hereof and, unless first written above. Unless sooner terminated with respect to the Trust as provided hereinin this Section 7(a), this Agreement shall continue in effect for a period of two yearsuntil one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust automatically for successive periods terms of 12 monthsone year, provided that such continuance is specifically approved at least annually by both (a) the by a vote of a majority of the Trust's Board of Trustees or the vote of a majority those members of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees Board who are not parties to this Agreement or "interested persons persons" of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , and (b) by the foregoingBoard or by a vote of a "majority of the outstanding voting securities" of the Trust; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time entire Board or by the a vote of the holders of a "majority of the outstanding voting securities securities" of the Trust at the time outstanding and entitled Trust, on sixty (60) days' prior written notice to vote, Equitable or by Equitable at any time, without the Advisor payment of any penalty, on 60 sixty (60) days' prior written notice (which notice may be waived by to the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignmentinterested persons" shall have the same meanings of meaning as such terms have in the 1940 Act. Upon termination of this Agreement, the Trust shall pay to Equitable such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.)

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

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

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

Duration and Termination. (a) This Agreement shall become effective on January 1, 2023, or such other date as of the date hereof and, unless parties may agree. Unless sooner terminated with respect to the Trust as provided hereinin this Section 7(a), this Agreement shall continue in effect for a period of two yearsthrough August 31, 2023. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust automatically for successive periods terms of 12 monthsone year, provided that such continuance is specifically approved at least annually by both (a) the by a vote of a majority of those members of the Trust's ’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or “interested persons persons” of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , and (b) by the foregoingTrust’s Board of Trustees or by a vote of a “majority of the outstanding voting securities” of the Trust; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the entire Board of Trustees of the Trust in office at the time or by the a vote of the holders of a “majority of the outstanding voting securities securities” of the Trust at the time outstanding and entitled Trust, on sixty (60) days prior written notice to vote, Administrator or by Administrator at any time, without the Advisor payment of any penalty, on 60 days' sixty (60) days prior written notice (which notice may be waived by to the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "“majority of the outstanding voting securities," "” and “interested person" and "assignment" persons” shall have the same meanings of meaning as such terms have in the 1940 Act. Upon termination of this Agreement, the Trust shall pay to Administrator such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. The Trust and XXXX each agree to waive their rights to prior written notice of termination of the Prior Mutual Funds Service Agreement provided in Section 7 of such agreement.)

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

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period until the earlier of two years. ThereafterJune __, if not terminated, this Agreement shall continue in effect with respect to 2000 or the Trust for successive periods date of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote first annual or special meeting of a majority the shareholders of the Trust's Board of Trustees or the vote of , if any, and, if approved by a majority of the outstanding voting securities of the Trust Trust, thereafter shall continue for periods of one year so long as such continuance is specifically approved at the time outstanding and entitled to vote, and least annually (ba) by the vote of a majority of those members of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or (c) by vote of a majority of the outstanding voting securities of the Trust; provided however, that if the -------- ------- shareholders of the Trust fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the entire Board of 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 Trust at the time outstanding and entitled to vote, or by the Advisor on 60 days' written notice (which notice may be waived by to the Trust)Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Trust. This agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 9, the terms "assignment," "interested persons,", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

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

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

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

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

Duration and Termination. This Agreement shall become effective as for each Fund set forth in Schedule A upon its approval by the Board of Directors of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for Company and by a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a the majority of the Trust's Board outstanding voting securities of Trustees each Fund; provided, however, that at any time the Investment Manager and or the vote Company shall have obtained exemptive relief from the Securities and Exchange Commission permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Trust at Fund(s) involved, the time outstanding and entitled to voteAgreement shall become effective upon its approval by the Company's Board of Directors. This Agreement shall remain in effect until two years from date of execution, and (b) thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually by the vote of a (a) majority of those Directors of the Trustees Company who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Directors of the Company, or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the shareholders of 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. Notwithstanding The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the foregoing, this Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees Directors of the Trust in office at the time Company or by the vote of the holders of a majority of the outstanding voting securities of a Fund on not less than 30 days nor more than 60 days written notice to the Trust Sub-Adviser, by the Investment Manager at any time without the time outstanding and entitled payment of a penalty upon 90 days written notice to votethe Sub-Adviser, or by the Advisor Sub-Adviser at any time without the payment of any penalty on 60 days' 90 days written notice (which notice may be waived by to the Trust)Investment Manager. This Agreement will also 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 any office of such party. As used in this AgreementSection 12, the terms "assignment", "interested persons," and a "vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings of such terms set forth in the 1940 Act and the rules and regulations thereunder; subject to such exceptions as may be granted by the SEC under said Act.)

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

Duration and Termination. This Agreement shall become effective as on the date that the Trust's registration statement is declared effective by the U.S. Securities and Exchange Commission, provided that first it is approved by the Board of Trustees of the date hereof andTrust, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of including a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the those Trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, as amended (the "Act"), and by the holders of a majority of the outstanding voting securities of the Fund; and shall continue in effect for two years. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Fund; and in either event by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe Act. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust, at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Fund on60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on not more than 60 days' written notice (which notice may be waived by to the Trust). This Agreement will also immediately automatically terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postage prepaid, to the other party at the principal office of such party. As used in this AgreementSection 7, the terms "assignment", "interested person", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

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

Duration and Termination. This Agreement shall become effective as of the date hereof andit is approved by a majority of the outstanding voting securities of the Portfolios of the Fund, and unless sooner terminated with respect to the Trust as provided hereinhereinafter provided, shall continue remain in effect force for a period of two years. Thereafteran initial term expiring April 30, if not terminated1995, this Agreement shall continue in effect with respect and from year to the Trust for successive periods of 12 monthsyear thereafter, provided but only as long as such continuance is specifically approved at least annually (i) by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at Portfolios of the time outstanding and entitled to voteFund or by the Directors of the Fund, and (bii) by the vote of a majority of the Trustees Directors of the Fund who are not parties to this Agreement or interested persons of any party to this Agreement, the Adviser or the Fund by votes cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding In the foregoingevent of the disapproval of this Agreement, or of the continuation hereof, by the shareholders of a particular Portfolio (or by the Directors of the Fund as to a particular Portfolio), the parties intend that such disapproval shall be effective only as to such Portfolio, and that such disapproval shall not affect the validity or effectiveness of the approval of this Agreement, or of the continuation hereof, by the shareholders of any other Portfolio (or by the Directors, including a majority of the disinterested Directors) as to such other Portfolio; in such case, this Agreement shall be deemed to have been validly approved or continued, as the case may be, as to such other Portfolio. This Agreement may, on 60 days' prior written notice, be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor)Directors of the Fund, provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees outstanding voting securities of the Trust in office at the time or Fund or, with respect to a particular Portfolio, by the vote of the holders of a majority of the outstanding voting securities of that Portfolio, as the Trust at the time outstanding and entitled to votecase may be, or by the Advisor on 60 days' written notice (which notice may be waived by the Trust)Adviser. This Agreement will also shall immediately terminate in the event of its assignment, unless an order is issued by the Securities and Exchange Commission conditionally or unconditionally exempting such assignment from the provisions of Section 15(a) of the 1940 Act, in which event this Agreement shall remain in full force and effect subject to the terms and provisions of said order. (As used in In interpreting the provisions of this Agreementparagraph 6, the terms definitions contained in Section 2(a) of the 1940 Act and the applicable rules under the 1940 Act (particularly the definitions of "interested person," "assignment" and "vote of a majority of the outstanding voting securities," "interested person" and "assignment" ) shall have be applied. The Adviser agrees to furnish to the same meanings Directors of the Fund such information on an annual basis as may reasonably be necessary to evaluate the terms of this Agreement. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation described in the 1940 Actparagraph 4 earned prior to such termination.)

Duration and Termination. This Agreement shall become effective as on the date that the Trust's registration statement is declared effective by the U.S. Securities and Exchange Commission, provided that first it is approved by the Board of Trustees of the date hereof andTrust, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of including a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the those Trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, as amended (the "Act"), and by the holders of a majority of the outstanding voting securities of the Fund; and shall continue in effect for two years. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Fund; and in either event by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe Act. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust, at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on not more than 60 days' written notice (which notice may be waived by to the Trust). This Agreement will also immediately automatically terminate in the event of its assignment. (As used Any notice under this Agreement shall be given in this Agreementwriting, addressed and delivered or mailed postage prepaid, to the terms "majority of other party at the outstanding voting securities," "interested person" and "assignment" shall have the same meanings principal office of such terms in the 1940 Actparty.)

Duration and Termination. This The term of this Agreement shall become effective as of the date hereof and, unless sooner terminated commence with respect to a Fund on the Trust date set forth opposite the Fund's name as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to set forth on Schedule A hereto (the Trust for successive periods of 12 months"Effective Date"), provided such continuance that first it is specifically approved at least annually by both (a) the vote Board of Trustees of the Trust, including a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the those Trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the 1940 Act, and by the holders of a majority of the outstanding voting securities of the Fund, and shall continue in effect for the initial term set forth in Schedule A. This Agreement shall continue in effect with respect to a Fund after its initial term, provided such continuance is approved at least annually by (i) the Trust's Board of Trustees or (ii) the vote of a majority of the outstanding voting securities of the Fund; and in either event by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe 1940 Act. Notwithstanding the foregoing, this Agreement may be terminated with respect to a Fund: (a) at any time without penalty by the Trust at any time, without the payment of any penalty, Fund upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the Fund's outstanding voting securities of the Trust at the time outstanding and entitled to votesecurities, or by the Advisor on 60 upon sixty (60) days' written notice to the Adviser or (which notice may be waived b) by the Trust)Adviser at any time without penalty, upon sixty (60) days' written notice to the Fund. This Agreement will also immediately terminate automatically in the event of its assignment. assignment (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meanings of such terms as defined in the 1940 Act). Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. thereunder, subject to such exemptions as may be granted by the SEC by any rule, regulation, order or interpretive guidance.)

Duration and Termination. This Agreement shall become effective as of the date hereof andfirst written above (and as set forth on Schedule A with respect to additional Portfolios to be added following the date first written above) and will continue, unless sooner terminated with respect to the Trust as provided herein, shall for an initial two-year term and will continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, and thereafter provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of each Portfolio of the Fund; provided however, that if the holders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules thereunder. Notwithstanding This Agreement may be terminated by any Portfolio of the foregoingFund at any time, this without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days’ written notice to the Adviser. This Agreement may be terminated by the Trust Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 90 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 days' ’ written notice (which notice may be waived by to the Trust)Fund. This Agreement agreement will also 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 or mailed postpaid, to the other party at any office of such party and shall be deemed given when received by the addressee. As used in this AgreementSection 9, the terms "“assignment,” “interested persons,” and “a vote of a majority of the outstanding voting securities," "interested person" and "assignment" ” shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

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

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

Duration and Termination. This Agreement shall become effective as The term of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect commence on the date that an amendment to the Trust for successive periods of 12 monthsTrust's registration statement establishing the Fund becomes effective (the "Effective Date"), provided such continuance that first it is specifically approved at least annually by both (a) the vote Board of Trustees of the Trust, including a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the those Trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the 1940 Act, and by the holders of a majority of the outstanding voting securities of the Fund, and shall continue in effect until December 31, 2004. This Agreement may continue in effect after its initial term only if such continuance is approved at least annually by (i) the Trust's Board of Trustees or (ii) the vote of a majority of the outstanding voting securities of the Fund; and in either event by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe 1940 Act. Notwithstanding the foregoing, this Agreement may be terminated terminated: (a) at any time without penalty by the Trust at any time, without the payment of any penalty, Fund upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the Fund's outstanding voting securities of the Trust at the time outstanding and entitled to votesecurities, or by the Advisor on 60 upon sixty (60) days' written notice to the Adviser or (which notice may be waived b) by the Trust)Adviser at any time without penalty, upon sixty (60) days' written notice to the Fund. This Agreement will also immediately terminate automatically in the event of its assignmentassignment (as defined in the 1940 Act). (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 8, the terms "assignment", "interested person" and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder.)

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

Duration and Termination. This Agreement shall will become effective as of the date hereof first above written. Unless sooner terminated as provided herein this Agreement shall continue in effect until May 9, 1998 and, unless sooner terminated with respect to if approved by the Trust as provided hereinshareholders of the Fund on or before such date, shall continue in effect for a an additional period of two yearsending on November 30, 1998. Thereafter, if not terminated, this Agreement shall automatically continue in effect with respect to the Trust for successive annual periods of 12 monthsending on November 30, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) 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, and (b) by the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, this Agreement may be terminated by as to the Trust Fund at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination Adviser or by the Trust shall be directed (by vote of the Trust's Board of Trustees 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 Trust at Fund), on sixty days' written notice to the time outstanding and entitled to voteSub-Adviser, or by the Advisor Sub-Adviser, on 60 sixty days' written notice to the Trust, provided that in each such case, notice shall be given simultaneously to the Adviser. In addition, notwithstanding anything herein to the contrary, in the event of the termination of the Investment Advisory Agreement with respect to the Fund for any reason (which notice may be waived whether by the Trust), by the Adviser or by operation of law) this Agreement shall terminate upon the effective date of such termination of the Investment Advisory Agreement. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested personpersons" and "assignment" shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall remain in effect until April 29, 2024 and thereafter, may continue in effect for a period of two years. Thereafter, only if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of those Trustees of the Trustees Board who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by a vote of a majority of the Fund’s Board or by vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the interest holders 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. Notwithstanding the foregoing, this Agreement may be terminated by as to the Trust Fund at any time, without the payment of any penalty, upon giving penalty by vote of a majority of members of the Advisor 60 days' notice (which notice may be waived Fund’s Board or by the Advisor), provided that such termination by the Trust 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 Trust at Fund on sixty (60) days written notice to the time outstanding and entitled to voteAdvisor, or by the Advisor at any time without the payment of any penalty, on 60 days' sixty (60) days written notice (which notice may be waived by to the Trust)Fund. This Agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this AgreementSection 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings of such terms set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.)

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

Duration and Termination. This Agreement shall become effective as of on the date hereof Effective Date and, unless sooner earlier terminated with respect to the Trust as provided herein, shall continue in effect for as to a period of two yearsparticular Fund until March 31, 2004 (the "Initial Term"). Thereafter, if not terminated, this Agreement shall continue in effect with respect automatically as to the Trust a particular Fund for successive periods terms of 12 months, two years ("Rollover Periods"); provided that such continuance is specifically approved at least annually by both (a) the a vote of a majority of those members of the Board of Trustees of the Trust who are not parties to this Agreement or "interested persons" of any such party, and by the vote of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approvalFund. Notwithstanding the foregoing, this This Agreement may be terminated without penalty (a) by provision of a notice of nonrenewal in the manner set forth below, (b) upon mutual agreement of the parties, or (c) for "cause" (as defined below) by the party alleging cause upon the provision of sixty days' notice. Written notice of nonrenewal must be provided at least sixty days prior to the end of the Initial Term or any Rollover Period, as the case may be. After such termination, for so long as BISYS, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Compensation due BISYS and unpaid by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by shall be immediately due and payable upon and notwithstanding such termination. BISYS shall be entitled to collect from the Trust, in addition to the compensation described under Section 2 hereof, the amount of all of BISYS' cash disbursements for services in connection with BISYS' activities in effecting such termination, including without limitation, the delivery to the Trust shall be directed or approved by the vote of a majority and/or its designees of the Trustees of Trust's property, records, instruments and documents, or any copies thereof. Subsequent to such termination for a reasonable fee, BISYS will provide the Trust with reasonable access to any Trust documents or records remaining in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 days' written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meanings of such terms in the 1940 Actpossession.)

Duration and Termination. This Agreement shall will become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 monthshereof, provided such continuance is specifically that it has been approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust Fund in accordance with the requirements under the `40 Act, and, unless sooner terminated as provided therein, will continue in effect for two (2) years. Thereafter, if not terminated, this Agreement will continue in effect for the Fund for successive periods of 12 months, each ending on the day preceding the annual anniversary of the Agreement's effective date, provided that such continuation is specifically approved at the time outstanding and entitled to vote, and least annually (ba) by the vote of a majority of those members of the Trust's Board of Trustees who are not parties to this Agreement or interested persons of any party to this Agreementthe Trust, Sub-Adviser, or Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust's Board of Trustees or by the vote of majority of all votes attributable to the outstanding Shares of the Fund. Notwithstanding the foregoing, this Agreement may be terminated by as to the Trust Fund at any time, without the payment of any penalty, upon giving on sixty (60) day's written notice by the Advisor 60 days' notice (which notice Adviser to Sub-Adviser. This Agreement may be waived terminated at any time, without the payment of any penalty, on 120 day's written notice by the Advisor), provided that such termination by the Trust 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 voting securities of the Trust at the time outstanding and entitled Sub-Adviser to vote, or by the Advisor on 60 days' written notice (which notice may be waived by the Trust)Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," ", "interested personpersons" and "assignment" shall have the same meanings meaning of such terms in the 1940 `40 Act.)

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

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

Duration and Termination. This Agreement shall will become effective as of the date hereof andon June 22, unless sooner terminated with respect to the Trust as provided herein2001, shall and will continue in effect for a period of two years. Thereafteruntil June 22, if not terminated2003, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 monthsand thereafter, provided only so long as such continuance is specifically approved at least annually by both (a) the vote of a majority votes of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this such Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding In addition, the foregoing, this question of continuance of the Agreement may be terminated by presented to the Trust at any timeshareholders of the Fund; in such event, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may such continuance will be waived by the Advisor), provided that such termination by the Trust shall be directed or effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Provided, however, that (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust in office at the time Fund or by the vote of the holders of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to voteFund, or by the Advisor on 60 thirty days' written notice to Adviser, (which notice may be waived by the Trust). This ii) this Agreement will also immediately automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by Adviser on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (a) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (b) to the extent required by the 1940 Act, by vote of a majority of the outstanding voting securities of the Fund of the Trust. As used in this AgreementSection 9, the terms "assignment," "interested persons," a "vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall will have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActInvestment Fund Act of 1940.)

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

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

Duration and Termination. A. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to each Fund listed on Exhibit A hereof on the Trust effective date set forth in such Exhibit A (the “Effective Date”) and, with respect to each Fund not in existence on that date, on the Effective Date set forth in an amendment to Exhibit A to this Agreement relating to that Fund (provided in each case this Agreement has been approved with respect to a Fund in the manner required by Section 15 under the 1940 Act and if applicable, in the manner required by the Exemptive Order as set forth below). Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of Fund for two yearsyears from its Effective Date. Thereafter, if not terminated, this Agreement shall continue in effect with respect as to the Trust a Fund for successive periods of 12 monthsone-year periods, provided such continuance is specifically approved at least annually (i) by both the Fund’s Board or (aii) the vote of a majority of the Trust's Board of Trustees or the vote of by a majority of the outstanding voting securities of the Trust at Fund, provided that in either event, the time outstanding and entitled to vote, and (b) continuance is also approved by the vote of a majority of the Trustees trustees of the respective Fund who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any party Party to this AgreementAgreement by vote cast in-person at meeting called for the purpose of voting on such approval (subject to any exemptive order or other relief from the in-person requirement provided by the SEC upon which the Fund may rely). If a Fund has adopted a Plan, in accordance with the terms of the Exemptive Order, this Agreement must be approved at least annually by a majority of the trustees of the respective Fund and of the trustees of the Fund who are not interested persons (as defined in the 1940 Act) and have no financial interest in the operation of the Plan or in any agreements related to such Plan, cast in in-person at a meeting called for the purpose of voting on such approval. Notwithstanding approval (subject to any exemptive order or other relief from the foregoing, this Agreement may be terminated in-person requirement provided by the Trust at any time, without SEC upon which the payment of any penalty, upon giving the Advisor 60 days' notice (which notice Fund may be waived by the Advisorrely), provided that such termination by the Trust 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 voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 days' written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. (a) This Agreement shall become effective as of on the date hereof and, unless first written above. Unless sooner terminated with respect to the Trust as provided hereinin this Section 7(a), this Agreement shall continue in effect for a period of two yearsuntil one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust automatically for successive periods terms of 12 monthsone year, provided that such continuance is specifically approved at least annually by both (a) the by a vote of a majority of the Trust's Board of Trustees or the vote of a majority those members of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees Board who are not parties to this Agreement or “interested persons persons” of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , and (b) by the foregoingBoard or by a vote of a “majority of the outstanding voting securities” of the Corporation; provided, however, that this Agreement may be terminated by the Trust Corporation at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time entire Board or by the a vote of the holders of a “majority of the outstanding voting securities securities” of the Trust at the time outstanding and entitled Corporation, on sixty (60) days’ prior written notice to vote, AXA Equitable or by AXA Equitable at any time, without the Advisor payment of any penalty, on 60 sixty (60) days' ’ prior written notice (which notice may be waived by to the Trust). This Agreement will also immediately terminate in the event of its assignmentCorporation. (As used in this Agreement, the terms "“majority of the outstanding voting securities," "” and “interested person" and "assignment" persons” shall have the same meanings of meaning as such terms have in the 1940 Act. Upon termination of this Agreement, the Corporation shall pay to AXA Equitable such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.)

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

Duration and Termination. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust each Fund as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust each Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's ’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust each Fund at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor Adviser 60 days' ’ notice (which notice may be waived by the AdvisorAdviser), provided that such termination by the Trust 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 voting securities of the Trust each Fund at the time outstanding and entitled to vote, or by the Advisor Adviser on 60 days' ’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "“majority of the outstanding voting securities," "” “interested person" ” and "“assignment" ” shall have the same meanings of such terms in the 1940 Act.)) As additional series, other than the Funds, are established, the Agreement shall become effective with respect to each such series listed in Exhibit A at the annual fee set forth in such Exhibit upon the initial public offering of such new series, provided that the Trust has previously approved this Agreement for continuation as provided in this Section 10.

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall remain in effect until August 16, 2015 and thereafter, may continue in effect for a period of two years. Thereafter, only if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of those Managers of the Trustees Board who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by a vote of a majority of the Fund’s Board or by vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the interest holders 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. Notwithstanding the foregoing, this Agreement may be terminated by as to the Trust Fund at any time, without the payment of any penalty, upon giving penalty by vote of a majority of members of the Advisor 60 days' notice (which notice may be waived Fund’s Board or by the Advisor), provided that such termination by the Trust 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 Trust at Fund on 60 days written notice to the time outstanding and entitled to voteAdvisor, or by the Advisor at any time without the payment of any penalty, on 60 days' days written notice (which notice may be waived by to the Trust)Fund. This Agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this AgreementSection 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings of such terms set forth in the 1940 Act and the rules and regulations 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 as of on the date hereof and, unless first written above. Unless sooner terminated with respect to the Trust as provided hereinin this section 5(a), this Agreement shall continue in effect for a period of until two yearsyears after the date first written above. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust automatically for successive periods terms of 12 monthsone year, provided that such continuance is specifically approved at least annually by both (a) the by a vote of a majority of those members of the TrustFund's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or "interested persons persons" of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding ; (b) by the foregoingFund's Board of Trustees or by a vote of a "majority of the outstanding voting securities" of the Fund; provided, this however, that his Agreement may be terminated by the Trust Fund at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the entire Board of Trustees or a vote of a "majority of the Trust in office at outstanding voting securities" of the time Trust, on sixty (60) days prior written notice to the Administrator or by the vote Administrator at any time, without the payment of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to voteany penalty, or by the Advisor on 60 days' sixty (60) days prior written notice (which notice may be waived by to the Trust). This Agreement will also immediately terminate in the event of its assignmentFund. (As used in this Agreement, the terms term "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meanings of meaning as such terms term has in the 1940 Act. Upon termination of this Agreement, the Fund shall pay to the Administrator such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.)

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

Duration and Termination. This Agreement shall will become effective as of the date hereof andon July 31, unless sooner terminated with respect to the Trust as provided herein2000, shall and will continue in effect for a period of two years. Thereafteruntil July 30, if not terminated2002, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 monthsand thereafter, provided only so long as such continuance is specifically approved at least annually by both (a) the vote of a majority votes of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this such Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding In addition, the foregoing, this question of continuance of the Agreement may be terminated by presented to the Trust at any timeshareholders of the Fund; in such event, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may such continuance will be waived by the Advisor), provided that such termination by the Trust shall be directed or effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Provided, however, that (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust in office at the time Fund or by the vote of the holders of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to voteFund, or by the Advisor on 60 thirty days' written notice to Adviser, (which notice may be waived by the Trust). This ii) this Agreement will also immediately automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by Adviser on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (a) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (b) to the extent required by the 1940 Act, by vote of a majority of the outstanding voting securities of the Fund of the Trust. As used in this AgreementSection 9, the terms "assignment," "interested persons," a "vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall will have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActInvestment Fund Act of 1940.)

Duration and Termination. This Agreement shall will become effective as of the date hereof 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 Adviser, on behalf of such Fund, and Sub-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 with respect to the Trust as provided herein, shall thereafter continue in effect with respect to each such Fund for a an initial two-year period of two yearsfrom the applicable effective date. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust particular Fund for successive periods of 12 monthsannual periods, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) 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 persons” of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trust’s Board of Trustees or by a vote of a “majority of the outstanding voting securities” of such Fund. Notwithstanding the foregoing, this Agreement may be terminated by the Trust with respect to any Fund at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed (by vote of the Trust’s Board of Trustees or approved by the vote of a “majority of the Trustees outstanding voting securities” of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to votesuch Fund), or by Adviser or Sub-Adviser on sixty (60) days’ written notice, and will terminate automatically upon any termination of the Advisor on 60 days' written notice (which notice may be waived by Advisory Agreement between the Trust)Trust and Adviser. This Agreement will also immediately terminate in the event of (i) the termination of the Advisory Agreement and (ii) its “assignment. .” (As used in this Agreement, the terms "“majority of the outstanding voting securities," "” “interested person" ” and "“assignment" ” shall have the same meanings of as such terms in have under the 1940 Act, including any interpretive guidance thereunder by the SEC or its staff.)

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period until the earlier of the end of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to years after the Trust for successive periods of 12 months, provided date first written above or a date within such continuance is two-year period as specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of those members of the Trustees Board of Directors of the Fund who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of each of 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 holders of any Portfolios fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. Notwithstanding This Agreement may be terminated with respect to any of the foregoingPortfolios at any time, this without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Trust Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 90 days' written notice (which notice may be waived by to the Trust)Fund. This Agreement will also automatically and immediately terminate in the event of its assignment, 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 or mailed postpaid, to the other party at any office of such party and shall be deemed given when received by the addressee. As used in this AgreementSection 9, the terms "assignment," "interested persons," and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act. 10.)

Duration and Termination. This Agreement shall will become effective as of the date hereof andon December 17, unless sooner terminated with respect to the Trust as provided herein2001, shall and will continue in effect for a period of two years. Thereafteruntil December 18, if not terminated2003, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 monthsand thereafter, provided only so long as such continuance is specifically approved at least annually by both (a) the vote of a majority votes of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this such Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding In addition, the foregoing, this question of continuance of the Agreement may be terminated by presented to the Trust at any timeshareholders of the Fund; in such event, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may such continuance will be waived by the Advisor), provided that such termination by the Trust shall be directed or effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Provided, however, that (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust in office at the time Fund or by the vote of the holders of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to voteFund, or by the Advisor on 60 thirty days' written notice to Adviser, (which notice may be waived by the Trust). This ii) this Agreement will also immediately automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by Adviser on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (a) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (b) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund of the Trust. As used in this AgreementSection 9, the terms "assignment," "interested persons," and "vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall will have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period until the earlier of the end of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to years after the Trust for successive periods of 12 months, provided date first written above or a date within such continuance is two-year period as specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of those members of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund. Notwithstanding This Agreement shall thereafter continue for periods of one year so long as such continuance is specifically approved at least annually; (a) by the foregoingvote of a majority of those members of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, this 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 vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the holders of the Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser. This Agreement may be terminated by the Trust Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 90 days' written notice (which notice may be waived by to the Trust). This Agreement will also automatically and immediately terminate in the event of its assignment, 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 or mailed postpaid, to the other party at any office of such party and shall be deemed given when received by the addressee. As used in this AgreementSection 9, the terms "assignment," "interested persons," and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

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

Duration and Termination. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) in accordance with the vote of a majority applicable requirements of the Trust's Board of Trustees or 1940 Act and the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval1940 Act Rules. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time, without the payment of any penalty, upon giving the Sub-Advisor 60 days' notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust Fund at the time outstanding and entitled to vote, or by the Sub-Advisor on 60 days' written notice (which notice may be waived by the TrustTrust and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Trust (on behalf of the Fund) and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meanings of such terms in the 1940 ActAct and the 1940 Act Rules; provided however that no transfer may be made by the Sub-Advisor under Rule 2a-6 of the 1940 Act without the approval of a majority of the Trust's Board of Trustees who are not interested persons of the Trust).)

Duration and Termination. This Agreement shall become effective as of the date hereof andit is approved by a majority of the outstanding voting securities of the Funds of the Company, and unless sooner terminated with respect to the Trust as provided hereinhereinafter provided, shall continue remain in effect force for a period an initial term of two years. Thereafteryears from the date of execution, if not terminatedand from year to year thereafter, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided but only as long as such continuance is specifically approved at least annually (i) by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at Funds of the time outstanding and entitled to voteCompany or by the Directors of the Company, and (bii) by the vote of a majority of the Trustees Directors of the Company who are not parties to this Agreement or interested persons of any party to this Agreement, the Adviser or the Company by votes cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding In the foregoingevent of the disapproval of this Agreement, or of the continuation hereof, by the shareholders of a particular Fund (or by the Directors of the Company as to a particular Fund), the parties intend that such disapproval shall be effective only as to such Fund, and that such disapproval shall not affect the validity or effectiveness of the approval of this Agreement, or of the continuation hereof, by the shareholders of any other Fund (or by the Directors, including a majority of the disinterested Directors) as to such other Fund; in such case, this Agreement shall be deemed to have been validly approved or continued, as the case may be, as to such other Fund. This Agreement may, on 60 days' prior written notice, be terminated by the Trust at any time, without the payment of any penalty, upon giving by a majority of the Advisor 60 days' notice (which notice may be waived by Directors of the Advisor)Company, provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees outstanding voting securities of the Trust in office at the time or Company or, with respect to a particular Fund, by the vote of the holders of a majority of the outstanding voting securities of that Fund, as the Trust at the time outstanding and entitled to votecase may be, or by the Advisor on 60 days' written notice (which notice may be waived by the Trust)Adviser. This Agreement will also shall immediately terminate in the event of its assignment, unless an order is issued by the Securities and Exchange Commission conditionally or unconditionally exempting such assignment from the provisions of Section 15(a) of the 1940 Act, in which event this Agreement shall remain in full force and effect subject to the terms and provisions of said order. (As used in In interpreting the provisions of this Agreementparagraph 6, the terms definitions contained in Section 2(a) of the 1940 Act and the applicable rules under the 1940 Act (particularly the definitions of "interested person," "assignment" and "vote of a majority of the outstanding voting securities," "interested person" and "assignment" ) shall have be applied. The Adviser agrees to furnish to the same meanings Directors of the Company such information on an annual basis as may reasonably be necessary to evaluate the terms of this Agreement. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation described in the 1940 Actparagraph 4 earned prior to such termination.)

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall remain in effect until [ ], 2019 and thereafter, may continue in effect for a period of two years. Thereafter, only if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of those Trustees of the Trustees Board who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by a vote of a majority of the Fund’s Board or by vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the interest holders 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. Notwithstanding the foregoing, this Agreement may be terminated by as to the Trust Fund at any time, without the payment of any penalty, upon giving penalty by vote of a majority of members of the Advisor 60 days' notice (which notice may be waived Fund’s Board or by the Advisor), provided that such termination by the Trust 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 Trust at Fund on sixty (60) days written notice to the time outstanding and entitled to voteAdvisor, or by the Advisor at any time without the payment of any penalty, on 60 days' sixty (60) days written notice (which notice may be waived by to the Trust)Fund. This Agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this AgreementSection 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings of such terms set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.)

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

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

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period until the earlier of two years. ThereafterJanuary 21, if not terminated, this Agreement shall continue in effect with respect to 2002 or the Trust for successive periods date of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote first annual or special meeting of a majority the shareholders of the Trust's Board of Trustees or the vote of , if any, and, if approved by a majority of the outstanding voting securities of the Trust Trust, thereafter shall continue for periods of one year so long as such continuance is specifically approved at the time outstanding and entitled to vote, and least annually (ba) by the vote of a majority of those members of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or (c) by vote of a majority of the outstanding voting securities of the Trust; PROVIDED HOWEVER, that if the shareholders of the Trust fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. Notwithstanding the foregoing, this This Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the entire Board of 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 Trust at the time outstanding and entitled to vote, or by the Advisor on 60 days' written notice (which notice may be waived by to the Trust)Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Trust. This agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 9, the terms "assignment," "interested persons,", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

Duration and Termination. (a) This Agreement shall become effective as of on the date hereof and, unless first written above. Unless sooner terminated with respect to the Trust as provided hereinin this Section 7(a), this Agreement shall continue in effect for a period of two yearsuntil one year after the date first written above. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust automatically for successive periods terms of 12 monthsone year, provided that such continuance is specifically approved at least annually by both (a) the by a vote of a majority of the Trust's Board of Trustees or the vote of a majority those members of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees Board who are not parties to this Agreement or “interested persons persons” of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , and (b) by the foregoingBoard or by a vote of a “majority of the outstanding voting securities” of the Trust; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time entire Board or by the a vote of the holders of a “majority of the outstanding voting securities securities” of the Trust at the time outstanding and entitled Trust, on sixty (60) days’ prior written notice to vote, AXA Equitable or by AXA Equitable at any time, without the Advisor payment of any penalty, on 60 sixty (60) days' ’ prior written notice (which notice may be waived by to the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "“majority of the outstanding voting securities," "” and “interested person" and "assignment" persons” shall have the same meanings of meaning as such terms have in the 1940 Act.)) Upon termination of this Agreement, the Trust shall pay to AXA Equitable such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.

Duration and Termination. This Agreement shall become effective as of the date hereof andprovided that it shall have been approved (a) by a vote of a majority of the members of the Board who are not parties to this Agreement or interested persons of the Trust, unless the Investment Adviser or the Sub-Adviser ("Independent Trustees"), cast in person at a meeting called for the purposes of voting on such approval; and (b) by a vote of a majority of the outstanding voting securities of the Fund. Unless sooner terminated as provided herein, this Agreement shall continue with respect to the Trust as provided herein, shall continue in effect for a period of two yearsFund until [ ]. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive 12-month periods ending on [ ] of 12 monthseach year, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this AgreementIndependent Trustees, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated and (b) by the Trust at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived Board or by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees outstanding voting securities of the Trust in office at Fund; provided, however, that this Agreement may be terminated with respect to the time or Fund (i) by the Trust at any time without the payment of any penalty by the Board, (ii) by vote of the holders of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to voteFund, or (iii) by the Advisor Investment Adviser on 60 days' days written notice to the Sub-Adviser or (which notice may be waived iv) by the Trust)Sub-Adviser on 60 days written notice to the Investment Adviser. Any notice of termination served on the Sub-Adviser by the Trust or the Investment Adviser shall be without prejudice to the obligation of the Sub-Adviser to complete transactions already initiated or acted upon with respect to the Fund. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," ", "interested person" and "assignment" shall have the same meanings of meaning as such terms have in the 1940 Act.)

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

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

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

Duration and Termination. This The term of this Agreement shall become effective as of begin on the date hereof and, unless sooner terminated with respect to that the Trust as provided herein, Sub-Adviser first provides services hereunder and shall continue in effect for a period of two yearsyears from that date. Thereafter, if not terminated, this This Agreement shall continue in effect with respect from year to the Trust for successive periods of 12 monthsyear thereafter, provided subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of by a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Trust Fund or by vote of the Board, cast in person at a meeting called for the time outstanding and entitled to votepurpose of voting on such approval, and (b) by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding The Sub-Adviser shall furnish to the foregoingAdviser and the Trust, promptly upon their request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof. This Agreement may be terminated by (a) the Trust Adviser, (b) the Sub-Adviser, (c) a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund or a vote of the Board, cast in person at any timea meeting called for the purpose of voting on such approval, without the payment of any penalty, upon giving the Advisor 60 days' notice or (which notice may be waived d) by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time who are not parties to this Agreement or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 days' written notice “interested persons” (which notice may be waived by the Trust). This Agreement will also immediately terminate as defined in the event 0000 Xxx) of its assignment. (As used in any party to this Agreement, cast in person at a meeting called for the terms "majority purpose of voting on such termination, without penalty, by giving the outstanding voting securities," "interested person" and "assignment" other parties sixty (60) days prior written notice of termination. Any termination of this Agreement shall have not, in any case, affect or prevent the same meanings consummation of any transaction initiated prior to such terms in the 1940 Actnotice of termination.)

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

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided so long as such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of those members of the Trustees Board of Directors of the Fund who are not parties to this Agreement or interested persons of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of each Portfolio of the Fund; PROVIDED HOWEVER, that if the holders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules thereunder. Notwithstanding This Agreement may be terminated by any Portfolio of the foregoingFund at any time, this without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Trust Adviser at any time, without the payment of any penalty, upon giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 90 days' written notice (which notice may be waived by to the Trust)Fund. This Agreement agreement will also 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 or mailed postpaid, to the other party at any office of such party and shall be deemed given when received by the addressee. As used in this AgreementSection 9, the terms "assignment," "interested persons," and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective as of the date hereof andAgreement, unless sooner terminated with respect to the Trust as provided herein, shall remain in effect until [ ] and thereafter, may continue in effect for a period of two years. Thereafter, only if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (b) by the vote of a majority of those Trustees of the Trustees Board who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by a vote of a majority of the Fund’s Board or by vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the interest holders 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. Notwithstanding the foregoing, this Agreement may be terminated by as to the Trust Fund at any time, without the payment of any penalty, upon giving penalty by vote of a majority of members of the Advisor 60 days' notice (which notice may be waived Fund’s Board or by the Advisor), provided that such termination by the Trust 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 Trust at Fund on sixty (60) days written notice to the time outstanding and entitled to voteAdvisor, or by the Advisor at any time without the payment of any penalty, on 60 days' sixty (60) days written notice (which notice may be waived by to the Trust)Fund. This Agreement will also automatically and immediately terminate in the event of its assignment. (Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this AgreementSection 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the same respective meanings of such terms set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.)

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

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