Common use of Duration and Termination of the Agreement Clause in Contracts

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios the Fund by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesDirectors of the Fund who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios the Fund by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios the Fund by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to the Fund immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any PortfolioFund, the The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved in accordance with 1940 Act requirements (a) and related rules and interpretations), either by a vote of the Independent Trustees, cast in person at a meeting called for Trustees or the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority shareholders of the outstanding voting shares of that PortfolioFund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Adviser and the Fund shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Adviser shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Adviser, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors/Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds’ outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the The Trust may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors/Trustees of the Trust or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors/Trustees of Trustees the Trust or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors/Trustees of the Trust, who are not interested persons of the Fund/Trust, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Confidentiality Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund/Trust, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Adviser and the Fund shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Adviser shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Adviser, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx Variable Series, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesXxxxxxx Variable Series, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx Variable Series, Inc. or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors/Trustees of Trustees Xxxxxxx Variable Series, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors/Trustees of Xxxxxxx Variable Series, Inc., who are not interested persons of the Fund/Trust, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Manager and the Fund shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Manager shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Manager, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx Impact Fund, Inc., who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Xxxxxxx South Africa Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx Impact Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio series unless, within two years after its initial effectiveness with respect to such Portfolio by December 31, 2002, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx Impact Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx Impact Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Fund may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Fund and/or the Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any PortfolioFund, the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Cxxxxxx Variable Products, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 4) except as follows: (a) By vote of a majority of the (i) Independent TrusteesCxxxxxx Variable Products, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Cxxxxxx Variable Products, Inc. or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees Cxxxxxx Variable Products, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Cxxxxxx Variable Products, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignment. (e) Any notice of termination served on the Subadviser by the Manager shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Manager, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx World Values Fund, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesXxxxxxx World Values Fund, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx World Values Fund, Inc. or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx World Values Fund, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx World Values Fund, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. (e) Either party may terminate this Agreement by immediate written notice if such termination is required by any competent governmental or regulatory authority. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor save that the Subadvisor is authorized to complete any transactions for the Fund already initiated (on termination the Subadvisor may, without prior notice to the Advisor, direct the Fund's custodian to retain and/or realize assets of the Fund as may be required to settle transactions already initiated and to pay any outstanding liabilities of the Advisor or the Fund with the exception of any outstanding fees which shall be settled by the Advisor separately with the Subadvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Adviser and the Fund shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Adviser shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Adviser, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Manager and the Trust shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Manager shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Manager, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of The Xxxxxxx Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and or as required by law, (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Xxxxxxx Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of The Xxxxxxx Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of this agreement, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees The Xxxxxxx Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesTrustees of The Xxxxxxx Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Fund(s) immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event reasonable opinion of the Advisor, violated and such violation (if capable of being cured) is not cured by Subadvisor within 10 days of its assignmentreceipt of written nature from Advisor of such violation. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors/Trustees of CVP who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust CVP may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors/Trustees of CVP or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors/Trustees of Trustees CVP or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors/Trustees of CVP, who are not interested persons of the Fund/Trust, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Confidentiality Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund/Trust, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by Portfoliosby providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2001 , and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Adviser or Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the such shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Adviser, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective with respect to the Fund upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it first has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect with respect to the Fund continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust may at any time terminate this Agreement with respect to any or all Portfolios the Fund without the payment of penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the SubadviserSub-adviser. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund without payment of any penalty, unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Sub-adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to the Fund without the payment of any or all Portfolios penalty by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSub-adviser and the Trust, and the Subadviser Sub-adviser may at any time without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios the Fund by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser and the Trust. (d) This Agreement shall terminate automatically and immediately will terminate with respect to the Fund without the payment of any penalty, in the event of its assignmentassignment or if the Investment Management Agreement between the Adviser and the Trust with respect to the Fund shall terminate for any reason. (e) This Agreement shall terminate automatically and immediately with respect to the Fund unless approved by an affirmative vote of a majority of the outstanding Shares of the Fund within 120 days after the date first set forth above. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser Sub-adviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx Variable Series, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesXxxxxxx Variable Series, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx Variable Series, Inc. or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2008, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx Variable Series, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx Variable Series, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesDirectors of the Fund who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, Fund: (a) the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolioa Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfoliosa Fund, the Trust such Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio a Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio a Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Adviser and a Fund shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Adviser shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to a Fund. Upon termination without reasonable notice by the Adviser, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the Fund's outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to the Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Company may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Company or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees the Company or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesDirectors of the Fund who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any PortfolioFund, the The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and and, if necessary, (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesDirectors of the Fund who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any PortfolioFund, the The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios series by providing not more than 60 days’ , written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of the Fund, or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio series unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 1997, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesTrustees of the Fund who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignmentAdvisor. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio series automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx Variable Series, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesXxxxxxx Variable Series, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx Variable Series, Inc. or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx Variable Series, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx Variable Series, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts when issuing public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx World Values Fund, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesXxxxxxx World Values Fund, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx World Values Fund, Inc. or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx World Values Fund, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx World Values Fund, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it first has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Cxxxxxx World Values Fund, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesCxxxxxx World Values Fund, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Cxxxxxx World Values Fund, Inc. or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees Cxxxxxx World Values Fund, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Cxxxxxx World Values Fund, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignment. (e) Any notice of termination served on the Subadviser by the Manager shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Manager, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Cxxxxxx Variable Series, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesCxxxxxx Variable Series, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Cxxxxxx Variable Series, Inc. or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors/Trustees of Trustees Cxxxxxx Variable Series, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors/Trustees of Cxxxxxx Variable Series, Inc., who are not interested persons of the Fund/Trust, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx Variable Series, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx Variable Series, Inc. or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx Variable Series, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx Variable Series, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Portfolios immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Summit Mutual Funds, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 4) except as follows: (a) By vote of a majority of the (i) Independent TrusteesSummit Mutual Funds, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Summit Mutual Funds, Inc. or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees Summit Mutual Funds, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Summit Mutual Funds, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx Variable Series, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesXxxxxxx Variable Series, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx Variable Series, Inc. or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx Variable Series, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx Variable Series, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx Variable Series, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 4) except as follows: (a) By vote of a majority of the (i) Independent TrusteesXxxxxxx Variable Series, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx Variable Series, Inc. or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx Variable Series, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx Variable Series, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of CVS who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and or as required by law, (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds' outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust CVS may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of CVS or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of this agreement, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees CVS or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of CVS, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Fund(s) immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event reasonable opinion of the Advisor, violated and such violation (if capable of being cured) is not cured by Subadvisor within 10 days of its assignmentreceipt of written nature from Advisor of such violation. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; will continue in effect with respect to each Portfolio of the Fund, whenever created until the date of the next meeting of shareholders of the Fund following creation of the Portfolio, unless sooner terminated as hereinafter provided. Therefore, however, that if both this Agreement and the Services Agreement referred to in Article I are approved by a majority vote of the outstanding shares of capital stock of a Portfolio entitled to vote at such meeting, this Agreement will continue in effect thereafter with respect to such Portfolio so long as both this Agreement and said Services Agreement are approved at least annually (i) by a majority of the non-interested directors (as defined in the 1940 Xxx) xx the Fund's Board of Directors, and (ii) by a majority of the entire Board of Directors or a majority vote of the outstanding shares of the capital stock of such Portfolio. The required shareholder approval of this Agreement and said Services Agreement shall not become be effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent TrusteesPortfolio, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of capital stock of such Portfolio are voted to approve this Agreement and said Services Agreement, notwithstanding that Portfolio. This this Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: or said Services Agreement (aor both) By may not yet have been approved by a majority vote of the outstanding shares of the Fund. If, with respect to any Portfolio, the shareholders are asked to vote on this Agreement and a majority of the outstanding shares of capital stock of such Portfolio fail to vote to approve this Agreement or said Services Agreement (or both), this Agreement will terminate with respect to such Portfolio. If said Services Agreement should be so terminated, this Agreement will automatically terminate. This Agreement may be terminated without payment of penalty (i) Independent Trusteesby the Fund on at least 60 days' written notice to the Adviser, provided that such termination be authorized by the Fund's Board of Directors or a majority vote of the outstanding shares of capital stock of each Portfolio of the Fund as to which the Adviser acts as investment adviser, (ii) by the fund, with respect to any Portfolio, on at least 60 days' written notice to the Adviser, provided that such termination be authorized by a majority vote of the outstanding shares of the capital stock of such Portfolio, or (iii) by the Adviser on at least 90 days' written notice to the Fund. This Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act) by either party. If this Agreement is terminated (except by virtue of assignment), in whole or with respect to any Portfolio, and the Board of Directors of the Fund, including a majority of the non-interested directors (as defined in the 1940 Act), so requests (and further requests that said Services Agreement similarly continue), the Adviser will continue to act as investment adviser to the Fund or any Portfolio thereof (as requested) for up to 120 days pending the required approval of this Agreement or said Services Agreement (or both), approval of a new contract with the Adviser or a different adviser, approval of a new services contract with MONY or a different adviser, or other definitive action. During such continuance the compensation received by the Adviser for acting as investment adviser to the Fund or with respect to any such Portfolio(s) will be the lesser of (i) its actual costs incurred in furnishing investment management services or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate amount it would have received under this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, such Portfolio(s) as to the Manager and the Subadviser. (b) which it continues to provide advice. This Agreement will terminate automatically may not be amended, in whole or with respect to a Portfolio unlessPortfolio, within two years after its initial effectiveness with respect to without the agreement thereto in writing by the Fund and the Adviser, and approval for such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved amendment by (i) the Fund's Board of Trustees Directors or the shareholders of such Portfolio by the affirmative vote of a majority vote of the outstanding shares of the class of stock of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast non-interested directors (as defined in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and Xxx) xx the rules and regulations thereunderFund's Board of Directors. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the Portfolio’s outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to the Portfolio continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement with respect to any or all Portfolios without penalty by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the SubadviserSub-adviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the Portfolio. (b) This Agreement will terminate automatically with respect to a the Portfolio unless, unless within two years after its initial effectiveness with respect to such Portfolio of the effective date of the Portfolio, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such the Portfolio by the affirmative vote of a majority of the outstanding shares of such the Portfolio, and (ii) a majority of the Independent TrusteesDirectors of the Fund who are not interested persons of the Fund, Adviser, Sub-adviser or Second Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any the Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Second Sub-adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Sub-adviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSecond Sub-adviser, and the Subadviser Second Sub-adviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Sub-adviser, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Fund: (i) the duties of the Manager Sub-Adviser delegated to the Subadviser Second Sub-adviser under this Agreement with respect to such the Portfolio automatically shall revert to the ManagerSub-Adviser, and (ii) both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2003 , and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the such shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios by not less than with 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of The Xxxxxxx Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Xxxxxxx Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of The Xxxxxxx Fund or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 1998, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees The Xxxxxxx Fund or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesTrustees of The Xxxxxxx Fund who are not interested persons of the Fund, Adviser or Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser, unless otherwise mutually agreed in writing. (d) This The Adviser may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section of this Agreement is, in the event sole opinion of its assignmentthe Adviser, is violated. Upon termination of this Agreement with respect to any PortfolioFund, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdviser. Notwithstanding any other provision, the Agreement, as it relates to the Xxxxxxx Strategic Growth Fund will terminate immediately upon the merger of the Xxxxxxx Strategic Growth Fund into the Xxxxxxx New Vision Small Cap Fund.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and and, if necessary, (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the The Trust may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of the Trust or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees the Trust or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesTrustees of the Trust who are not interested persons of the Trust, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any PortfolioFund, the The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Cxxxxxx World Values Fund, Inc., cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the outstanding that Fund’soutstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to aFund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesCxxxxxx World Values Fund, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Cxxxxxx World Values Fund, Inc. or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees Cxxxxxx World Values Fund, Inc. or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesDirectors of Cxxxxxx World Values Fund, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law to be delivered by a single party, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved in accordance with 1940 Act requirements (a) and related rules and interpretations), either by a vote of the Independent Trustees, cast in person at a meeting called for Trustees or the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority shareholders of the outstanding voting shares of that PortfolioFund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Adviser and the Fund shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Adviser shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the The Trust may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of the Trust or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees the Trust or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesTrustees of the Trust who are not interested persons of the Trust, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any PortfolioFund, the The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolioeach Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolioseach Fund, the Trust each Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Funds by the affirmative vote of a majority of the outstanding shares of such Portfolioeach Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Funds for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Adviser and the Funds shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Adviser shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to each Fund. Upon termination without reasonable notice by the Adviser, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2002 , and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Adviser or Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the such shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Adviser, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of The Xxxxxxx Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Xxxxxxx Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of The Xxxxxxx Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees The Xxxxxxx Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesTrustees of The Xxxxxxx Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. (a) This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created the Fund on the date hereof. This Agreement, unless it has first been sooner terminated as provided herein, shall continue for the Fund for one year following the effective date of this Agreement and thereafter shall continue automatically for periods of one year so long as such continuance is specifically approved at least annually (ai) by a the vote of a majority of those members of the Independent TrusteesBoard of Directors of the Fund who are not parties to this Agreement or “interested persons” (as defined in the 1000 Xxx) of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (bii) if required under by the 1940 Act, Board of Directors of the Fund or by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority securities of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the SubadviserFund. (b) This Agreement will terminate automatically with respect to a Portfolio without payment of any penalty, unless, within two years one year after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares voting securities of such Portfoliothe Fund, and (ii) a majority of the Independent TrusteesDirectors, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders outstanding voting securities of any Portfolio for their approval the Fund and such shareholders fail to approve such continuance as provided hereinapproval does not occur, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to without the payment of any or all Portfolios penalty by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSub-Adviser and the Fund, and the Subadviser Sub-Adviser may at any time without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios the Fund by not less than 90 120 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser and the Fund. (d) This Agreement shall terminate automatically and immediately will terminate with respect to the Fund without the payment of any penalty, in the event of its assignment. Upon Notwithstanding any termination of this Agreement with respect to any PortfolioAgreement, Sub-Adviser’s obligations (i) under Section 1(i) and Section 2(b) shall continue for a period of one year after termination and (ii) under Section 2(a) and Section 3 and shall continue for the duties of period set forth in Rule 204-2(e) under the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdvisers Act.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2004 , and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the such shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective with respect to the Fund upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it first has first been approved (a) by a vote of the Board and the members of the Board that are not interested persons of the Fund (“Independent TrusteesDirectors”), cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect with respect to the Fund continuously thereafter without the payment of any penalty unless terminated as follows: (a) By vote of a majority of the (i) the Board and the Independent TrusteesDirectors, or (ii) the outstanding voting shares securities of the applicable Portfolios, Fund; provided that the Trust Fund may at any time time, in accordance with the 1940 Act, terminate this Agreement with respect to any or all Portfolios the Fund without the payment of penalty, by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the SubadviserSub-Adviser. (b) This Agreement will terminate automatically with respect to a Portfolio without payment of any penalty, unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares voting securities of such Portfoliothe Fund, and (ii) a majority of the Independent TrusteesDirectors, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders outstanding voting securities of any Portfolio for their approval the Fund and such shareholders fail to approve such continuance as provided hereinapproval does not occur, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to without the payment of any or all Portfolios penalty by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSub-Adviser and the Fund, and the Subadviser Sub-Adviser may at any time without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios the Fund by not less than 90 120 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser and the Fund. (d) This Agreement shall terminate automatically and immediately will terminate with respect to the Fund without the payment of any penalty, in the event of its assignment. Upon Notwithstanding any termination of this Agreement with respect to any PortfolioAgreement, the duties Sub-Adviser’s obligations (i) under Section 1(i) and Section 2(b) shall continue for a period of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.one year after termination and (ii) under

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the investment advisory agreement between the Adviser and the Trust with respect to the Fund shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Adviser shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios the Fund by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder150 calendar days. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios the Fund by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios the Fund by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to the Fund immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any PortfolioFund, the The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. “DURATION AND TERMINATION OF THE AGREEMENT” is amended and restated as follows: This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any each Portfolio now existing on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. With respect to each Portfolio, the Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or hereafter created unless it has first been approved (a) by a vote majority of the Independent Trusteesoutstanding voting securities of the Portfolio, cast provided that in person at a meeting called for either event such continuance shall also be approved by the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares Trustees of that Portfolio. This Agreement shall remain the Trust who are not interested persons (as defined in full force and effect continuously thereafter without the payment Investment Company Act) of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate party to this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If Any required shareholder approval of the Agreement or of any continuance of this the Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and portfolios of the Subadviser Trust. This Agreement may be terminated at any time terminate this Agreement time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any or all Portfolios Portfolio by not less than 90 the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically and immediately will terminate terminate, without the payment of any penalty, in the event of its assignment. Upon termination of this assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement with respect to between the Adviser and the Trust terminates for any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Managerreason.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of Xxxxxxx Social Investment Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund’s outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Xxxxxxx Social Investment Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of Xxxxxxx Social Investment Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees Xxxxxxx Social Investment Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesTrustees of Xxxxxxx Social Investment Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective with respect to each Fund upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it first has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect with respect to each Fund continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfoliosa Fund, the Trust may at any time terminate this Agreement with respect to any or all Portfolios the Fund without the payment of penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the SubadviserSub-adviser. (b) This Agreement will terminate automatically with respect to a Portfolio each Fund without payment of any penalty, unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Sub-adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to each Fund without the payment of any or all Portfolios penalty by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSub-adviser and the Trust, and the Subadviser Sub-adviser may at any time without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios each Fund by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser and the Trust. (d) This Agreement shall terminate automatically and immediately will terminate with respect to each Fund without the payment of any penalty, in the event of its assignmentassignment or if the Investment Management Agreement between the Adviser and the Trust with respect to each Fund shall terminate for any reason. (e) This Agreement shall terminate automatically and immediately with respect to a Fund unless approved by an affirmative vote of a majority of the outstanding Shares of the Fund within 120 days after the date first set forth above. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser Sub-adviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx Social Index Series, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesXxxxxxx Social Index Series, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx Social Index Series, Inc. or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio series unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2002, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx Social Index Series, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx Social Index Series, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any PortfolioFund, the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of The Xxxxxxx Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Xxxxxxx Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of The Xxxxxxx Fund or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 1999, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees The Xxxxxxx Fund or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesTrustees of The Xxxxxxx Fund who are not interested persons of the Fund, Adviser or Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser, unless otherwise mutually agreed in writing. (d) This The Adviser may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section II of this Agreement is, in the event sole opinion of its assignmentthe Adviser violated. Upon termination of this Agreement with respect to any PortfolioFund, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it first has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust may at any time terminate this Agreement with respect to any or all Portfolios without the payment of penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio without payment of any penalty, unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to without the payment of any or all Portfolios penalty by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may 4 at any time without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will shall terminate without the payment of any penalty, in the event of its assignmentassignment or if the Investment Management Agreement between the Manager and the Trust shall terminate for any reason. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 1999, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders policyholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Adviser or Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders policyholders of any Portfolio series for their approval and such shareholders policyholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Adviser, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any PortfolioFund, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series’ outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by providing not more less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2004 , and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the such shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective with respect to the Fund upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it first has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect with respect to the Fund continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust may at any time terminate this Agreement with respect to any or all Portfolios the Fund without the payment of penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the SubadviserSub-adviser. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund without payment of any penalty, unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Sub-adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to the Fund without the payment of any or all Portfolios penalty by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSub-adviser and the Trust, and the Subadviser Sub-adviser may at any time without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios the Fund by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser and the Trust. (d) This Agreement shall terminate automatically and immediately will terminate with respect to the Fund without the payment of any penalty, in the event of its assignment. Upon termination of this assignment or if the Investment Management Agreement between the Adviser and the Trust with respect to the Fund shall terminate for any Portfolio, the duties of the Manager delegated to the Subadviser under this reason. (e) This Agreement shall terminate automatically and immediately with respect to such Portfolio automatically shall revert to the ManagerFund unless approved by an affirmative vote of a majority of the outstanding Shares of the Fund within 120 days after the date first set forth above.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2002, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Adviser or Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Adviser, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least lease annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve approved such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios Porfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2008 , and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the such shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of Cxxxxxx Social Investment Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and and, if necessary, (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Cxxxxxx Social Investment Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of Cxxxxxx Social Investment Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees Cxxxxxx Social Investment Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesTrustees of Cxxxxxx Social Investment Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the Fund unless the continuance of the Agreement is specifically approved at least annually by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Adviser or Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the such shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Adviser, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2008, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Adviser or Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Adviser, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the The Trust may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of the Trust or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees the Trust or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesTrustees of the Trust who are not interested persons of the Trust, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any PortfolioFund, the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the The Trust may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of the Trust or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio unlessFund unless by January 1, within two years after its initial effectiveness with respect to such Portfolio 2002 and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees the Trust or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesTrustees of the Trust who are not interested persons of the Trust, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any PortfolioFund, the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the The Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of the Trust, or (ii) outstanding voting shares of the applicable Portfolios. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees the Trust or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent TrusteesTrustees of the Trust who are not interested persons of the Trust, Manager or Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This . Termination of this Agreement automatically and immediately will terminate in pursuant to this Section 6 shall be without the event payment of its assignmentany penalty. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx Variable Series, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesXxxxxxx Variable Series, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx Variable Series, Inc. or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx Variable Series, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx Variable Series, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years one year after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Adviser and the Fund shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Adviser shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Adviser, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Manager and the Trust shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Manager shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Manager, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the The Trust may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of the Trust or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees the Trust or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesTrustees of the Trust who are not interested persons of the Trust, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, Fund: the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the Fund's outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to the Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Company may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of the Company or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Trustees of Trustees the Company or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesTrustees of the Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2008, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors/Trustees of Trustees Xxxxxxx Variable Series, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx Variable Series, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. . (c) The Manager Adviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Adviser, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignment. (e) Any notice of termination served on the Subadviser by the Manager shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Manager, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors/Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Funds’ outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the The Trust may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors/Trustees of the Trust or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafterthereafter through December 31 of each calendar year, the continuance of the this Agreement is specifically approved by (i) the Board Directors/Trustees of Trustees the Trust or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors/Trustees of the Trust, who are not interested persons of the Fund/Trust, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Confidentiality Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund/Trust, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) Except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the The Trust may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ sixty (60) days written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of the Trust or (ii) outstanding voting securities of the applicable Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio one year of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees the Trust or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesTrustees of the Trust who are not interested persons of the Trust, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the confidentiality and immediately will terminate non-use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any PortfolioFund, the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (ai) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (bii) if required under the 1940 Act, by an affirmative a vote of a majority of the Fund's outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to the Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios the Fund by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to the Fund immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become --------------------------------------------- effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Cxxxxxx New World Fund, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesCxxxxxx New World Fund, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Cxxxxxx New World Fund, Inc. or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio series unless, within two years after its initial effectiveness with respect to such Portfolio by December 31, 1999, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees Cxxxxxx New World Fund, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Cxxxxxx New World Fund, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any PortfolioFund, the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved in accordance with 1940 Act requirements (a) and related rules and interpretations), either by a vote of the Independent Trustees, cast in person at a meeting called for Trustees or the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority shareholders of the outstanding voting shares of that PortfolioFund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Adviser and the Fund shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Adviser shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Adviser, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2001 , and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent Trustees, Directors of the Fund who are not interested persons of the Fund. Adviser or Subadviser. by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the such shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, . the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, . to the Manager. (d) This Agreement automatically and immediately will terminate Adviser, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years one year after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx World Values Fund, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund’s outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesXxxxxxx World Values Fund, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx World Values Fund, Inc. or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx World Values Fund, Inc. or the shareholders of such Portfolio Fund by the affirmative vote of a majority of the outstanding shares of such PortfolioFund, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx World Values Fund, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Xxxxxxx World Values Fund, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund’s outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesXxxxxxx World Values Fund, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Xxxxxxx World Values Fund, Inc. or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees Xxxxxxx World Values Fund, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Xxxxxxx World Values Fund, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the The Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of the Trust, or (ii) outstanding voting shares of the applicable Portfolios. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees the Trust or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent TrusteesTrustees of the Trust who are not interested persons of the Trust, Manager or Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This . Termination of this Agreement automatically and immediately will terminate in pursuant to this Section 6 shall be without the event payment of its assignmentany penalty. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate shall terminat e, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Manager and the Trust shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Manager shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Manager, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios the Fund by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2008 , and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the such shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios the Fund by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio the Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the Fund’s outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to the Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Company may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Company or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees the Company or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Subadvisor, and the Subadvisor may at any time terminate this Agreement with respect to any or all series by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserAdvisor, and the Subadviser unless otherwise mutually agreed in writing. (d) The Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds immediately by not less than 90 days’ written notice delivered or mailed by registered mailif the Confidentiality and Non-Use Agreement referred to in Section 11 of this Agreement is, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Cxxxxxx World Values Fund, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent TrusteesCxxxxxx World Values Fund, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Inc. may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Cxxxxxx World Values Fund, Inc. or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees Cxxxxxx World Values Fund, Inc. or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Cxxxxxx World Values Fund, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its executionthe Effective Date; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) in accordance with 1940 Act, either by a vote of the Independent Trustees, cast in person at a meeting called for Trustees or the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority shareholders of the outstanding voting shares of that PortfolioFund or both, as applicable. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, after two years, unless within two years such two-year period after its initial effectiveness with respect to such Portfolio Effective Date and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunderAct. (c) The Manager Adviser may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaidprovided in accordance with Section 10, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaidprovided in accordance with Section 10, to the ManagerAdviser. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Advisory Agreement between the Adviser and the Trust, with respect to the Fund, shall terminate for any reason. (e) Any notice of termination served on the Subadviser shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination without reasonable notice by the Adviser, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of Cxxxxxx Impact Fund, Inc., who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Cxxxxxx Large Cap Growth Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Cxxxxxx Impact Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio series unless, within two years after its initial effectiveness with respect to such Portfolio by December 31, 2002, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees Cxxxxxx Impact Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of Cxxxxxx Impact Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Fund may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Fund and/or the Advisor, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any PortfolioFund, the duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio series now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that series' outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios by Portfoliosby providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio the Fund unless, within two years after its initial effectiveness with respect to such Portfolio by January 1, 2008 , and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Directors of Trustees the Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Adviser or Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the such shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate Adviser, unless otherwise mutually agreed in the event of its assignmentwriting. Upon termination of this Agreement with respect to any Portfolio, Portfolio the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Trustees of Xxxxxxx Social Investment Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and and, if necessary, (b) if required under the 1940 Act, by an affirmative a vote of a majority of the that Fund's outstanding voting shares of that Portfoliosecurities. This Agreement shall remain in full force and effect with respect to a Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5.) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust Xxxxxxx Social Investment Fund may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Trustees of Xxxxxxx Social Investment Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board Trustees of Trustees Xxxxxxx Social Investment Fund or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesTrustees of Xxxxxxx Social Investment Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 days’ days written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfoliothe Fund. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty thereafter, except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable PortfoliosFund, the Trust Fund may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by providing not more less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager Adviser and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unlessautomatically, without the payment of any penalty, unless within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio the Fund by the affirmative vote of a majority of the outstanding shares of such Portfoliothe Fund, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Adviser may at any time terminate this Agreement with respect to Agreement, without the payment of any or all Portfolios penalty, by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time time, without the payment of any penalty, terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdviser. (d) This Agreement automatically and immediately will terminate shall terminate, without the payment of any penalty, in the event of its assignmentassignment or if the Investment Advisory Agreement between the Adviser and the Fund shall terminate for any reason. (e) Any notice of termination served on the Subadviser by the Adviser shall be without prejudice to the obligation of the Subadviser to complete transactions already initiated or acted upon with respect to the Fund. Upon termination by the Adviser, the Subadviser will be paid certain previously agreed upon expenses the Subadviser necessarily incurs in terminating the Agreement. Upon termination of this Agreement with respect to any PortfolioAgreement, the duties of the Manager Adviser delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the ManagerAdviser.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

Duration and Termination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio Fund now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trusteesmajority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative a vote of a majority of the Fund's outstanding voting shares of that Portfoliosecurities or as otherwise provided by law, or pursuant to an exemptive order governing such vote. This Agreement shall remain in full force and effect with respect to the Fund continuously thereafter without the payment of any penalty (unless terminated automatically as set forth in Section 5) except as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust The Company may at any time terminate this Agreement without penalty with respect to any or all Portfolios Funds by providing not more less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Advisor and the SubadviserSubadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of the Company or (ii) outstanding voting securities of the applicable series of the Fund. (b) This Agreement will terminate automatically with respect to a Portfolio Fund unless, within two years after its initial effectiveness with respect to such Portfolio of the effective date of that Fund, and at least annually thereafter, the continuance of the this Agreement is specifically approved by (i) the Board Directors of Trustees the Company or the shareholders of such Portfolio series by the affirmative vote of a majority of the outstanding shares of such Portfolioseries, and (ii) a majority of the Independent TrusteesDirectors of the Fund, who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager Advisor may at any time terminate this Agreement with respect to any or all Portfolios Funds by not less than 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the SubadviserSubadvisor, and the Subadviser Subadvisor may at any time terminate this Agreement with respect to any or all Portfolios series by not less than 90 60 days’ ' written notice delivered or mailed by registered mail, postage prepaid, to the ManagerAdvisor, unless otherwise mutually agreed in writing. (d) This The Advisor may terminate this Agreement automatically with respect to any or all Funds immediately by written notice if the Confidentiality and immediately will terminate Non-Use Agreement referred to in Section 11 of this Agreement is, in the event sole opinion of its assignmentthe Advisor, violated. Upon termination of this Agreement with respect to any Portfolio, the Fund, (a) The duties of the Manager Advisor delegated to the Subadviser Subadvisor under this Agreement with respect to such Portfolio Fund automatically shall revert to the ManagerAdvisor, and (b) Both parties agree to use reasonable efforts to jointly issue public statements, other than those public statements required by law, regarding the termination.