Common use of Duration and Termination Clause in Contracts

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

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

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

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

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

Duration and Termination. (a) This Agreement shall become effective Agreement, with respect to each Fund as of Fund, was initially approved, and is effective, on the corresponding effective date indicated dates set forth in Appendix A andthe attached Schedule A; provided that, unless sooner terminated with respect to any Fund, this Agreement shall not take effect unless it has first been approved (i) by a Fund vote of a majority of the Independent Board Members cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities. (b) Unless sooner terminated as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to each Fund until the Fund for successive periods of 12 monthstermination date set forth in the attached Schedule A, and shall continue in effect from year to year thereafter, provided that such continuance is specifically approved at least annually annually: (i) by both (a) the a vote of a majority of the Trust’s Independent Board of Trustees or the vote of a majority Members of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this AgreementTrust, cast in person at a meeting called for the purpose of voting on such approval. , and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of such Fund. (c) Notwithstanding the foregoing, with respect to any Fund, this Agreement may be terminated by the Trust at any time as to a Fundtime, without the payment of any penalty, upon giving by vote of the Advisor 60 days’ notice (which notice may be waived Board or by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the a vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to votesuch Fund, or (y) by the Advisor on 60 sixty days’ written notice (which to Invesco PowerShares Capital Management or by Invesco PowerShares Capital Management at any time, without the payment of any penalty, on sixty days’ written notice may be waived by to the Trust). Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement or the performance thereunder with respect to any other Fund. This Agreement will also immediately automatically terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

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

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

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

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

Duration and Termination. This Agreement shall become effective with respect upon approval by the Trusts Board of Trustees and its execution by the parties hereto. Pursuant to each Fund as the exemptive relief obtained in the SEC Order dated April 29, 1996, Investment Company Act Release No. 21921, approval of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to Agreement by a majority of the outstanding voting securities of a Fund as provided hereinis not required, and the Sub-Adviser acknowledges that it and any other sub-adviser so selected and approved shall be without the protection (if any) accorded by shareholder approval of an investment advisers receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to a Fund (a) by the Fund at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust’s Board of Trustees Trust or by the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to voteFund, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Adviser at any time as to a Fundtime, without the payment of any penalty, upon giving on not more than 60 days nor less than 30 days written notice to the Advisor 60 days’ notice Sub-Adviser, or (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (xc) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement with the Trust. As used in this Paragraph 6, the terms assignment and vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same respective meanings of set forth in the 1940 Act and the rules and regulations thereunder, subject to such terms in exceptions as may be granted by the SEC under the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A andof execution first written above, unless sooner terminated with respect to a Fund as provided herein, and shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall and continue in effect thereafter on an annual basis with respect to the Fund for successive periods of 12 months, Fund(s); provided that such annual continuance is specifically approved at least annually by both (a) by the vote of a majority of the Trust’s Board of Trustees Board, or (b) by the vote of a majority of the outstanding voting securities shares of the Fund at the time outstanding and entitled to voteeach respective Fund, and (b) provided that continuance is also approved by the vote of a majority of the Trustees Board who are not parties to this Agreement or “interested persons persons” (as such term is defined in the 0000 Xxx) of any party to this Agreementthe Trust, the Investment Adviser, or the Subadviser, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this This Agreement may be terminated with respect to any Fund: (a) by the Trust at any time as with respect to the services provided by the Subadviser, without the payment of any penalty, by vote of a majority of the Board or by a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, by vote of a majority of the outstanding voting shares of such Fund, upon sixty (60) days’ prior written notice to the Subadviser and the Investment Adviser; (b) by the Subadviser at any time, without the payment of any penalty, upon giving the Advisor 60 sixty (60) days’ prior written notice to the Investment Adviser and the Trust. (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (xc) by the vote Investment Adviser at any time, without the payment of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or upon sixty (y60) by the Advisor on 60 days’ prior written notice (which notice may be waived by to the Subadviser and the Trust). This Agreement will also immediately terminate automatically in the event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. (As used in In the event this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms Agreement is terminated or is not approved in the 1940 Actmanner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(c), 2(j), 2(k), 2(m), 2(p), 2(r), and 2(s) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(i) for a period of six years, and 2(o), 10, 13, 14, 16, 17, 18, 19 and 20 of this Agreement as well as any applicable provision of this Paragraph numbered 15 shall remain in effect.)

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

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

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

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

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

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

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

Duration and Termination. This The term of this Agreement shall become effective with respect to begin on the date of this Agreement for each Fund as that has executed an Exhibit hereto on the date of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement and shall continue in effect with respect to each such Fund (and any subsequent Funds added pursuant to an Exhibit executed during the Fund initial two-year term of this Agreement) for successive periods a period of 12 monthstwo years from the date of its execution. This Agreement shall continue in effect from year to year thereafter, provided subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of such Fund or by vote of the Fund Trust's Board of Trustees, cast in person at a meeting called for the time outstanding and entitled to votepurpose of voting on such approval, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons persons" (as defined in the 0000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding If a Fund is added pursuant to an Exhibit executed after the foregoingdate of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable Exhibit and shall continue in effect until the next annual continuance of this Agreement and from year to year thereafter, subject to approval as described above. This Agreement may be terminated by the Adviser or the Trust with respect to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor)Adviser with the consent of the Trust's Board of Trustees, provided that such termination by the Trust shall be directed Trust's Board of Trustees, or approved (x) by the vote of a majority of the Trustees outstanding voting securities (as defined in the 0000 Xxx) of such Fund, in any such case on 30 days' written notice to the Trust in office at the time Sub-Adviser, or by the vote Sub-Adviser at any time, without the payment of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or (y) by the Advisor on 60 90 days’ ' written notice (which notice may be waived by to the Trust)Adviser. This Agreement will also automatically and immediately terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

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

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

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

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

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

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

Duration and Termination. (a) This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A andfirst written above following approval by the shareholders of the Fund and shall, unless sooner terminated with respect to a Fund as provided hereinhereinafter provided, shall continue in effect for a period until the second anniversary of two years the effective date of this Agreement, and from year to year thereafter, but only so long as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually (1) by both (a) the a vote of a majority of the Trust’s Fund's Board of Trustees or the vote of Trustees, including a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or "interested persons persons" (as defined in the Act) of any party to this Agreementsuch party, with votes cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , or (2) by a vote of the foregoing, this holders of a "majority" (as so defined) of the outstanding voting securities of the Fund and by such a vote of the Trustees. (b) This Agreement may be terminated by the Trust Sub-Adviser at any time as to a Fund, without the payment of any penalty, penalty upon giving the Advisor 60 Manager and the Fund sixty days’ ' written notice (which notice may be waived waived). This Agreement may be terminated by the Advisor), provided that such termination by the Trust shall be directed Manager or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at any time without penalty upon giving the time outstanding and entitled to vote, or (y) by the Advisor on 60 Sub-Adviser sixty days’ ' written notice (which notice may be waived by the TrustSub-Adviser), provided that such termination by the Fund shall be directed or approved by a vote of a majority of its Trustees in office at the time or by a vote of the holders of a majority (as defined in the Act) of the voting securities of the Fund outstanding and entitled to vote. This Agreement will also immediately shall automatically terminate in the event of its assignment. assignment (As used as defined in this Agreement, the terms “majority Act) or the termination of the outstanding voting securities,” “interested person” Advisory and “assignment” shall have the same meanings of such terms in the 1940 ActAdministration Agreement.)

Duration and Termination. (a) This Agreement shall become effective with respect to each Fund as of go into effect on the corresponding effective date indicated in Appendix A andhereof and shall, unless sooner terminated with respect to a Fund as provided hereinhereinafter provided, shall continue in effect for a period of two years until November 12, 1998, and thereafter from year to year, but only so long as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to voteTrustees, and (b) including the vote of a majority of the Trustees who are not parties to this Agreement or "interested persons of persons" (as defined in the 1940 Xxx) xx any such party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , or by the foregoing, this vote of the holders of a "majority" (as so defined) of the outstanding voting securities of the Fund and by such a vote of the Trustees. (b) This Agreement may be terminated by the Advisor at any time without penalty upon giving the Trust sixty (60) days' notice written notice (which notice may be waived by the Trust) and may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, penalty upon giving the Advisor 60 sixty (60) days’ ' written notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the all of its Trustees of the Trust in office at the time or by the vote of the holders of a majority of (as defined in the 1940 Xxx) xx the voting securities of the Fund Trust at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately shall automatically terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Actas so defined).)

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

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

Duration and Termination. (a) This Agreement shall become effective Agreement, with respect to each Fund as of Fund, was initially approved, and is effective, on the corresponding effective date indicated dates set forth in Appendix A andthe attached Schedule A; provided that, unless sooner terminated with respect to any Fund, this Agreement shall not take effect unless it has first been approved (i) by a Fund vote of a majority of those Board members of the Trust who are not parties to this Agreement or “interested persons” of any such party (“Independent Board Members”) cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities. (b) Unless sooner terminated as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to each Fund until the Fund for successive periods of 12 monthstermination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually annually: (i) by both (a) the a vote of a majority of the Trust’s Independent Board of Trustees or the vote of a majority Members of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this AgreementTrust, cast in person at a meeting called for the purpose of voting on such approval. , and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of such Fund. (c) Notwithstanding the foregoing, with respect to any Fund, this Agreement may be terminated by the Trust at any time as to a Fundtime, without the payment of any penalty, upon giving by vote of the Advisor 60 days’ notice (which notice may be waived Board or by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the a vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to votesuch Fund, or (y) by the Advisor on 60 sixty days’ written notice (which to Invesco PowerShares Capital Management or by Invesco PowerShares Capital Management at any time, without the payment of any penalty, on sixty days’ written notice may be waived by to the Trust). Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement or the performance thereunder with respect to any other Fund. This Agreement will also immediately automatically terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

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

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

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

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

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

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

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

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

Duration and Termination. (a) This Agreement shall become effective effective, with respect to each Fund as of Fund, on the corresponding effective date indicated dates set forth in Appendix A andthe attached Schedule A; provided that, unless sooner terminated with respect to any Fund, this Agreement shall not take effect unless it has first been approved (i) by a Fund vote of a majority of the Independent Board Members cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities. (b) Unless sooner terminated as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to each Fund until the Fund for successive periods of 12 monthstermination date set forth in the attached Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually annually: (i) by both (a) the a vote of a majority of the Trust’s Independent Board of Trustees or the vote of a majority Members of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this AgreementTrust, cast in person at a meeting called for the purpose of voting on such approval. , and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of such Fund. (c) Notwithstanding the foregoing, with respect to any Fund, this Agreement may be terminated by the Trust at any time as to a Fundtime, without the payment of any penalty, upon giving by vote of the Advisor 60 days’ notice (which notice may be waived Board or by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the a vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to votesuch Fund, or (y) by the Advisor on 60 sixty days’ written notice (which to Invesco Capital Management or by Invesco Capital Management at any time, without the payment of any penalty, on sixty days’ written notice may be waived by to the Trust). Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement or the performance thereunder with respect to any other Fund. This Agreement will also immediately automatically terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

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

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

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

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

Duration and Termination. This Agreement shall will become effective with respect as to each a Fund as of upon execution or, if later, on the corresponding effective date indicated in Appendix A that initial capital for such Fund is first provided to it and, unless sooner terminated with respect to a Fund as provided herein, shall the initial term will continue in effect for a period of two years as to such Fundthrough December 31, 2015. Thereafter, if not terminatedterminated as to a Fund, this Agreement shall will continue in effect with respect to the Fund for successive periods of 12 monthsmonths through December 31, 2017, and thereafter will continue from year to year through September 30th for each Fund covered by this Agreement, as listed on Schedule A, provided that such continuance continuation is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the by vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to votesuch Fund, and (b) the vote of in either event approved also by a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any party to this Agreementthe Trust, cast in person at a meeting called for or of the purpose Adviser, or of voting on such approvalthe Sub-Adviser. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a FundFund at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 sixty days’ written notice (which notice may be waived by the Trust)Trust or Adviser, or on sixty days’ written notice by the Sub-Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested personpersons” and “assignment” shall have the same meanings meaning of such terms as in the 1940 Act.)) Sections 10 and 11 herein shall survive the termination of this Agreement. ii. Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. iii. Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment. iv. This Amendment may be executed in one or more counterparts, which together shall constitute one document.

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

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

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

Duration and Termination. A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated by a Fund as provided herein, this Agreement shall continue in effect for a period of such Fund for two years as to such Fundfrom the date hereof. Thereafter, if not terminated, this Agreement shall continue automatically in effect with respect as to the each Fund for successive periods of 12 monthsone-year periods, provided such continuance is specifically approved at least annually by both (ai) the vote of a majority of the TrustFund’s Board of Trustees or (ii) the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to voteFund, and (b) the vote of a majority in accordance with Section 15 of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. 1940 Act. B. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fundterminated, without the payment of any penalty, with respect to a particular Fund (i) through a failure to renew this Agreement at the end of a term or (ii) upon giving mutual consent of the Advisor parties. Further, this Agreement may be terminated as to a Fund upon no less than 60 days’ notice (which notice may be waived written notice, by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the Fund through a vote of a majority of the Trustees members of the Trust in office at the time Board or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to voteFund, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). Distributor. C. This Agreement will also immediately automatically terminate (i) in the event of its assignment. assignment or (As used ii) upon the termination of the Distributor’s membership in this Agreement, FINRA or the disqualification of the Distributor’s registration with the SEC. D. The terms “vote of a majority of the outstanding voting securities,” “interested personassignment,” and “assignmentinterested person,” when used in this Agreement, shall have the same respective meanings of such terms specified in the 1940 ActAct and the rules promulgated thereunder. E. In the event the offering of Units is terminated, the Distributor will not be entitled to unrecovered compensation (except for out-of-pocket expenses).

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

Duration and Termination. (a) This Agreement Contract shall become effective upon the date hereabove written provided that, with respect to each Fund as any Series, this Contract shall not take effect unless it has first been approved (i) by a vote of a majority of those Trustees of the corresponding effective date indicated Trust who are not parties to this Contract or interested persons of any such party (“Independent Trustees”) cast in Appendix A andperson at a meeting called for the purpose of voting on such approval, unless and (ii) by vote of a majority of that Series’ outstanding voting securities. (b) Unless sooner terminated with respect to a Fund as provided herein, this Contract shall continue in effect for a period of two years as to such Fundfrom the above written date. Thereafter, if not terminated, this Agreement Contract shall continue in effect with respect to the Fund automatically for successive periods of 12 monthstwelve months each, provided that such continuance is specifically approved at least annually (i) by both (a) the a vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this AgreementIndependent Trustees, cast in person at a meeting called for the purpose of voting on such approval. , and (ii) by the Board or, with respect to any given Series, by vote of a majority of the outstanding voting securities of such Series. (c) Notwithstanding the foregoing, with respect to any Series, this Agreement Contract may be terminated by the Trust at any time as to a Fundtime, without the payment of any penalty, upon giving by vote of the Advisor 60 days’ notice (which notice may be waived board or by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the a vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor such Series on 60 sixty days’ written notice (which to UBS AM or by UBS AM at any time, without the payment of any penalty, on sixty days’ written notice may be waived by to the Trust). Termination of this Contract with respect to any given Series shall in no way affect the continued validity of this Contract or the performance thereunder with respect to any other Series. This Agreement Contract will also immediately automatically terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless (a) Unless sooner terminated with respect to a Fund as provided herein, this Agreement shall continue in effect for a period of two years as to such Fundfrom the date written above. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund automatically for successive periods of 12 monthsmonths each, provided that such continuance is specifically approved at least annually (i) by both (a) the a vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees members who are not parties to this Agreement or interested persons (as defined in the 0000 Xxx) of any party to this Agreementsuch party, cast and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in person at a meeting called for the purpose 1940 Act) of voting on such approval. the Fund. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination Board or by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)to Subadviser. This Agreement will may also immediately terminate in be terminated, without the event payment of its assignment. any penalty, by Investment Manager (As used i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings if such breach has not been cured within 20 days after written notice of such terms breach; or (iii) immediately if, in the 1940 Act.)reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any

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

Duration and Termination. This The term of this Agreement shall become effective with respect to each begin on the date that the Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, commences operations and shall continue in effect for a period of two years as to such Fundfrom the date of this Agreement. Thereafter, if not terminated, this This Agreement shall continue in effect with respect from year to the Fund for successive periods of 12 monthsyear thereafter, provided subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of by a majority of the outstanding voting securities (as defined in the 1000 Xxx) of such Fund or by vote of the Fund Trust's Board of Trustees, cast in person at a meeting called for the time outstanding and entitled to votepurpose of voting on such approval, and (b) the by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons persons" (as defined in the 1000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding The Sub-Adviser shall furnish to the foregoingAdviser and the Trust, promptly upon their request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof. This Agreement may be terminated by the Trust at any time as on at least 60 day’s prior written notice to a Fundthe Sub-Adviser, without the payment of any penalty, upon giving (i) by vote of the Advisor 60 days’ notice Board of Trustees, (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (xii) by the Adviser, (iii) by vote of a majority of the Trustees outstanding voting securities (as defined in the 1000 Xxx) of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteFund, or (yiv) in accordance with the terms of any exemptive order obtained by the Advisor Trust or the Fund under Section 6(c) of the 1940 Act, exempting the Trust or the Fund from Section 15(a) and Rule 18f-2 under the 1940 Act. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days’ ' prior written notice (which notice may be waived by to the Adviser and the Trust). This Agreement will also automatically and immediately terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

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

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A andof execution first written above, unless sooner terminated with respect to a Fund as provided herein, and shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall and continue in effect thereafter on an annual basis with respect to the Fund for successive periods of 12 months, Fund(s); provided that such annual continuance is specifically approved at least annually by both (a) by the vote of a majority of the Trust’s Board of Trustees Board, or (b) by the vote of a majority of the outstanding voting securities shares of the Fund at the time outstanding and entitled to voteeach respective Fund, and (b) provided that continuance is also approved by the vote of a majority of the Trustees Board who are not parties to this Agreement or “interested persons persons” (as such term is defined in the 0000 Xxx) of any party to this Agreementthe Trust, the Investment Adviser, or the Subadviser, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this This Agreement may be terminated with respect to any Fund: (a) by the Trust at any time as with respect to the services provided by the Subadviser, without the payment of any penalty, by vote of a majority of the Board or by a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, by vote of a majority of the outstanding voting shares of such Fund, upon sixty (60) days’ prior written notice to the Subadviser and the Investment Adviser; (b) by the Subadviser at any time, without the payment of any penalty, upon giving the Advisor 60 sixty (60) calendar days’ prior written notice to the Investment Adviser and the Trust. (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (xc) by the vote Investment Adviser at any time, without the payment of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or upon sixty (y60) by the Advisor on 60 calendar days’ prior written notice (which notice may be waived by to the Subadviser and the Trust). This Agreement will also immediately terminate automatically in the event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. (As used in In the event this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms Agreement is terminated or is not approved in the 1940 Actmanner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(c), 2(j), 2(k), 2(m), 2(p), 2(r), and 2(s) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(i) for a period of six years, and 2(o), 10, 13, 14, 16, 17, 18, 19 and 20 of this Agreement as well as any applicable provision of this Paragraph numbered 15 shall remain in effect.)

Duration and Termination. (a) This Agreement shall become effective with respect to each Fund as of on the corresponding effective date indicated in Appendix A and, unless first written above. Unless sooner terminated with respect to a Fund as provided hereinin this Section 7(a), this Agreement shall continue in effect for a period of two years as to such Funduntil August 31, 2021. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund automatically for successive periods terms of 12 monthsone year, provided that such continuance is specifically approved at least annually by both (a) the by a vote of a majority of those members of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or “interested persons persons” of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , and (b) by the foregoingTrust’s Board of Trustees or by a vote of a “majority of the outstanding voting securities” of the Trust; provided, however, that this Agreement may be terminated by the Trust at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the entire Board of Trustees of the Trust in office at the time or by the a vote of the holders of a “majority of the outstanding voting securities securities” of the Fund at the time outstanding and entitled to voteTrust, or on sixty (y60) by the Advisor on 60 days’ days prior written notice to EIM or by EIM at any time, without the payment of any penalty, on sixty (which 60) days prior written notice may be waived by to the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignmentinterested persons” shall have the same meanings of meaning as such terms have in the 1940 Act. Upon termination of this Agreement, the Trust shall pay to EIM such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.)

Duration and Termination. This Agreement A. Insofar as the holders of Shares representing the interests in the Funds are affected by this Agreement, it shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A andcontinue, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided one year so long as such continuance for each Fund is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons (as defined by the 0000 Xxx) of any party to this Agreementsuch party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , and by the foregoingTrustees of the Trust or by vote of a majority of the outstanding Shares (as defined with respect to voting securities in the 1940 Act) representing the interests in such Fund; provided, however, that this Agreement may be terminated by the Trust as to any Fund at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of outstanding Shares (as so defined) representing the interests in the Fund at the time outstanding and entitled to vote, or affected thereby on sixty (y60) by the Advisor on 60 days’ written notice (which notice may be waived to the Adviser, or by the Adviser at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust). This Agreement will also shall automatically and immediately terminate in the event of its assignmentassignment (as defined by the 1940 Act). B. With respect to any Fund that is not a current Fund (“New Fund”), this Agreement shall become effective on such date as determined by the Board, provided that with respect to any New Fund, this Agreement shall not take effect unless it has been approved (1) by a vote of a majority of the members of the Board, including a majority of those Board members who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval and (2) by vote of a majority of that New Fund’s outstanding voting securities. For any New Fund, this Agreement shall continue in effect unless sooner terminated, as provided herein, for two years from the initial approval date for each New Fund and shall continue from year to year thereafter, provided each continuance is specifically approved at least annually by (As used a) the vote of a majority of the members of the Board or (b) a vote of a “majority” (as defined in the 0000 Xxx) of the New Fund’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the members of the Board who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person at a meeting called for the terms “majority purpose of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of on such terms in the 1940 Actapproval.)

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

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

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

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

Duration and Termination. (a) This Agreement Contract shall become effective with respect to each Fund as upon the date first above written, provided that this Contract shall not take effect unless it has first been approved by a majority of the corresponding effective date indicated Board, including a majority of the independent directors in Appendix A and, unless accordance with the requirements of the 1940 Act and the rules and regulations thereunder. (b) Unless sooner terminated with respect to a Fund as provided herein, this Contract shall continue in effect for a period of two years as to such Fundfrom its effective date. Thereafter, Thereafter if not terminated, this Agreement Contract shall continue in effect with respect to the Fund for successive periods of 12 months, annual periods; provided that such continuance is specifically approved at least annually by both (a) by vote of a majority of those members of the Board who are not interested persons of any party to this Agreement, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval, and (b) by the Board or by vote of a majority of the Trust’s outstanding voting securities of the Fund. (c) Notwithstanding the foregoing, this Contract may be terminated at any time, without the payment of penalty, by unanimous vote of the Board of Trustees or the by a vote of a majority of the outstanding voting securities of the Fund at on 60 days’ written notice to the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement investment adviser or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust investment adviser at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice to the Fund. (which notice may be waived by d) Termination of this Agreement with respect to one Portfolio shall in no way affect the Trust). continued validity of this Agreement or the performance thereunder with respect to the other Portfolios. (e) This Agreement will also immediately automatically terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested personpersons” and “assignment” shall have the same meanings of as such terms in the 1940 Act.)

Duration and Termination. (a) This Agreement shall become effective effective, with respect to each Fund as of Fund, on the corresponding effective date indicated dates set forth in Appendix A andthe attached Schedule A; provided that, unless sooner terminated with respect to any Fund, this Agreement shall not take effect unless it has first been approved (i) by a Fund vote of a majority of the Independent Board Members cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities. (b) Unless sooner terminated as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to each Fund until the Fund for successive periods of 12 monthstermination date set forth in the attached Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually annually: (i) by both (a) the a vote of a majority of the Trust’s Independent Board of Trustees or the vote of a majority Members of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this AgreementTrust, cast in person at a meeting called for the purpose of voting on such approval. , and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of such Fund. (c) Notwithstanding the foregoing, with respect to any Fund, this Agreement may be terminated by the Trust at any time as to a Fundtime, without the payment of any penalty, upon giving by vote of the Advisor 60 days’ notice (which notice may be waived Board or by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the a vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to votesuch Fund, or (y) by the Advisor on 60 sixty days’ written notice (which to PowerShares Capital Management or by PowerShares Capital Management at any time, without the payment of any penalty, on sixty days’ written notice may be waived by to the Trust). Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement or the performance thereunder with respect to any other Fund. This Agreement will also immediately automatically terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. (a) This Agreement shall will become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A hereof and, unless sooner terminated with respect to a Fund as provided hereinherein provided, shall remain in effect for two (2) years from said date. Thereafter, this Agreement will continue in effect for a period of two years as from year to year, subject to its termination provisions and all other terms and conditions hereof if such Fund. Thereafter, if not terminated, this Agreement continuation shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is be specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party or by vote of a majority of the outstanding voting securities of the Fund. The Advisor shall furnish to this Agreementthe Manager or to the Board, cast in person at a meeting called for promptly upon request, such information as may reasonably be necessary to evaluate the purpose terms of voting on such approval. Notwithstanding the foregoing, this Agreement or any extension, renewal or amendment hereof. (b) This Agreement may not be terminated amended, transferred, sold or in any manner hypothecated or pledged by the Trust at any time as to a Fund, Advisor without the payment affirmative vote of any penalty, upon giving a majority of the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) Board and by the vote of a majority of the Trustees of the Trust in office at the time who are not parties to this Agreement or interested persons of any such party or by the vote of the holders of a majority of the outstanding voting securities of the Fund Fund. (c) This Agreement may be terminated at any time, without the time payment of any penalty, by the Manager, by the Board or by vote of a majority of the outstanding and entitled voting securities of the Fund, upon written notice to vote, or (y) the Advisor. This Agreement may be terminated by the Advisor on 60 days’ upon one hundred and eighty (180) days written notice (which notice may be waived by to the Manager and the Trust). This Agreement will also immediately shall automatically terminate in the event of (i) its “assignment. (As used ,” as defined in this Agreement, the terms “majority Section 2(a)(4) of the outstanding voting securities,” “interested person” and “assignment” shall have Investment Company Act of 1940, or (ii) the same meanings termination of such terms in the 1940 ActManager’s Agreement.)

Duration and Termination. (a) This Agreement shall become effective with respect to each Fund as upon the date first written above following approval by the shareholders of the corresponding effective date indicated in Appendix A andTrust and shall, unless sooner terminated with respect to a Fund as provided hereinhereinafter provided, shall continue in effect for a period until the June 30 next preceding the first anniversary of two years the effective date of this Agreement, and from year to year thereafter, but only so long as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually (1) by both (a) the a vote of a majority of the Business Trust’s 's Board of Trustees or the vote of Trustees, including a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or "interested persons persons" (as defined in the Act) of any party to this Agreementsuch party, with votes cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , or (2) by a vote of the foregoing, this holders of a "majority" (as so defined) of the outstanding voting securities of the Trust and by such a vote of the Trustees. (b) This Agreement may be terminated by the Trust Adviser at any time as to a Fund, without the payment of any penalty, penalty upon giving the Advisor 60 Business Trust sixty days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ ' written notice (which notice may be waived by the Business Trust) and may be terminated by the Business Trust at any time without penalty upon giving the Adviser sixty days' written notice (which notice may be waived by the Adviser), provided that such termination by the Business Trust shall be directed or approved by a vote of a majority of its Trustees in office at the time or by a vote of the holders of a majority (as defined in the Act) of the voting securities of the Trust outstanding and entitled to vote. This Agreement will also immediately shall automatically terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

Duration and Termination. This Agreement shall become effective with respect upon approval by the Trusts Board of Trustees and its execution by the parties hereto. Pursuant to each Fund as the exemptive relief obtained in the SEC Order dated April 29, 1996, Investment Company Act Release No. 21921, approval of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to Agreement by a majority of the outstanding voting securities of a Fund as provided hereinis not required, and the Sub-Adviser acknowledges that it and any other sub-adviser so selected and approved shall be without the protection (if any) accorded by shareholder approval of an investment advisers receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to a Fund (a) by the Fund at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust’s Board of Trustees Trust or by the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to voteFund, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust Adviser at any time as to a Fundtime, without the payment of any penalty, upon giving on not more than 60 days nor less than 30 days written notice to the Advisor 60 days’ notice Sub-Adviser, or (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (xc) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement with the Trust. As used in this Paragraph 7, the terms assignment and vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same respective meanings of set forth in the 1940 Act and the rules and regulations thereunder, subject to such terms in exceptions as may be granted by the SEC under the 1940 Act.)

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

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

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

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

Duration and Termination. (a) This Agreement Contract shall become effective upon the date written above, provided that, with respect to each Fund as any class of Shares of a Series, this Contract shall not take effect unless such action has first been approved by vote of a majority of the corresponding effective date indicated Board and by vote of a majority of those Board members who are not interested persons of the Fund ("Independent Board Members"), cast in Appendix A and, unless person at a meeting called for the purpose of voting on such action. (b) Unless sooner terminated with respect to a Fund as provided herein, this Contract shall continue in effect for a period of two years as to such Fundfrom the above written date. Thereafter, if not terminated, this Agreement Contract shall continue in effect with respect to the Fund automatically for successive periods of 12 monthstwelve months each, provided that such continuance is specifically approved at least annually (i) by both (a) the a vote of a majority of the Trust’s Independent Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this AgreementMembers, cast in person at a meeting called for the purpose of voting on such approval. , and (ii) by the Board or with respect to a class of Shares of any given Series by vote of a majority of the outstanding voting securities of that class of Shares of such Series. (c) Notwithstanding the foregoing, with respect to a class of Shares of a Series, this Agreement Contract may be terminated by the Trust at any time as to a Fundtime, without the payment of any penalty, upon giving by vote of the Advisor 60 days’ notice (which notice may be waived Board, by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time Independent Board Members or by the vote of the holders of a majority of the outstanding voting securities of that class of Shares of the Series on sixty days' written notice to Xxxxxxx Advisors or by Brinson Advisors at any time, without the payment of any penalty, on sixty days' written notice to the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)such Series. This Agreement Contract will also immediately automatically terminate in the event of its assignment. . (As used d) Termination of this Contract with respect to a class of Shares of any given Series shall in no way affect the continued validity of this Agreement, Contract or the terms “majority performance thereunder with respect to any other classes of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings Shares of such terms in the 1940 Actthat Series or any classes of Shares of any other Series.)

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

Duration and Termination. (a) This Amended and Restated Investment Advisory Agreement shall become effective with respect to each Fund as upon the date first written above following approval by the shareholders of the corresponding effective date indicated in Appendix A andTrust and shall, unless sooner terminated with respect to a Fund as provided hereinhereinafter provided, shall continue in effect for a period until the June 30 next preceding the first anniversary of two years the effective date of this Agreement, and from year to year thereafter, but only so long as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually (1) by both (a) the a vote of a majority of the Business Trust’s 's Board of Trustees or the vote of Trustees, including a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or "interested persons persons" (as defined in the Act) of any party to this Agreementsuch party, with votes cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , or (2) by a vote of the foregoing, this holders of a "majority" (as so defined) of the outstanding voting securities of the Trust and by such a vote of the Trustees. (b) This Agreement may be terminated by the Trust Adviser at any time as to a Fund, without the payment of any penalty, penalty upon giving the Advisor 60 Business Trust sixty days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ ' written notice (which notice may be waived by the Business Trust) and may be terminated by the Business Trust at any time without penalty upon giving the Adviser sixty days' written notice (which notice may be waived by the Adviser), provided that such termination by the Business Trust shall be directed or approved by a vote of a majority of its Trustees in office at the time or by a vote of the holders of a majority (as defined in the Act) of the voting securities of the Trust outstanding and entitled to vote. This Agreement will also immediately shall automatically terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as defined in the 1940 Act).)

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

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

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

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

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

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

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

Duration and Termination. This The Agreement shall will become effective with respect as to each a Fund as of upon execution or, if later, on the corresponding effective date indicated in Appendix A that initial capital for such Fund is first provided to it and, unless sooner terminated with respect to a Fund as provided herein, shall the initial term will continue in effect for a period of two years as to such Fundthrough December 31, 2015. Thereafter, if not terminatedterminated as to a Fund, this Agreement shall will continue in effect with respect to the Fund for successive periods of 12 monthsmonths through December 31, 2017, and thereafter will continue from year to year through September 30th for each Fund covered by this Agreement, as listed on Schedule A, provided that such continuance continuation is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the by vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to votesuch Fund, and (b) the vote of in either event approved also by a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any party to this Agreementthe Trust, cast in person at a meeting called for or of the purpose Adviser, or of voting on such approvalthe Sub-Adviser. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a FundFund at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 sixty days’ written notice (which notice may be waived by the Trust)Trust or Adviser, or on sixty days’ written notice by the Sub-Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested personpersons” and “assignment” shall have the same meanings meaning of such terms as in the 1940 Act.)) Sections 10 and 11 herein shall survive the termination of this Agreement. ii. Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. iii. Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment. iv. This Amendment may be executed in one or more counterparts, which together shall constitute one document.

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

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

Duration and Termination. This Agreement shall become effective with respect to each Fund as of ------------------------ the corresponding effective date indicated in Appendix A andof execution first written above, unless sooner terminated with respect to a Fund as provided herein, and shall continue in effect for a period of two years as to from such Fund. Thereafter, if not terminated, this Agreement shall date and continue in effect thereafter on an annual basis with respect to the Fund for successive periods of 12 months, Portfolio; provided that such annual continuance is specifically approved at least annually by both (a) by the vote of a majority of the Trust’s Board of Trustees of the Fund, or (b) by the vote of a majority of the outstanding voting securities shares of the Fund at the time outstanding and entitled to voteeach Portfolio, and (b) provided that continuance is also approved by the vote of a majority of the Board of Trustees of the Fund who are not parties to this Agreement or "interested persons persons" (as such term is defined in the 0000 Xxx) of any party to this Agreementthe Fund, the Adviser, or the Portfolio Manager, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding This Agreement may not be materially amended without a majority vote of the foregoing, this outstanding shares (as defined in the 0000 Xxx) of the Portfolio. This Agreement may be terminated terminated: (a) by the Trust Fund at any time as with respect to a Fundthe services provided by the Portfolio Manager, without the payment of any penalty, upon giving forfeiture, compulsory buyout amount, or performance of any other obligation which could deter termination, by vote of a majority of the Advisor entire Board of Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund or, with respect to a particular Portfolio, by vote of a majority of the outstanding voting shares of such Portfolio, on 60 days’ ' written notice to the Portfolio Manager and the Adviser; (which notice may be waived b) by the Advisor)Portfolio Manager at any time, provided that such termination without the payment of any penalty, forfeiture, compulsory buyout amount or performance of any other obligation which could deter termination, upon 60 days' written notice to the Adviser and the Fund. (c) by the Trust Adviser at any time, without the payment of any penalty, forfeiture, compulsory buyout amount or performance of any other obligation which could deter termination, upon 60 days' written notice to the Portfolio Manager and the Fund. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 0000 Xxx) of a particular Portfolio shall be directed effective to continue this Agreement with respect to such Portfolio notwithstanding (a) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Portfolio or (b) that this Agreement has not been approved (x) by the vote of a majority of the Trustees outstanding shares of the Trust Fund, unless such approval shall be required by any other applicable law or otherwise. In the event of termination for any reason, all records of the Portfolio shall promptly be returned to the Adviser or the Fund, free from any claim or retention of rights in office at the time or such record by the vote Portfolio Manager, although the Portfolio Manager may, at its own expense, make and retain a copy of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust)such records. This Agreement will also immediately terminate automatically in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms as that term is defined in the 1940 Act), but shall not terminate in connection with any transaction not deemed an assignment within the meaning of Rules 2a-6 under the 1940 Act, or any other rule adopted by the SEC regarding transactions not deemed to be assignments. In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 2(h), 2(j), 9, 10, 11, 13, 14 and 16 of this Agreement as well as any applicable provision of this Paragraph numbered 15 shall remain in effect.)

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

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A andof execution first written above, unless sooner terminated with respect to a Fund as provided herein, and shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall and continue in effect thereafter on an annual basis with respect to the Fund for successive periods of 12 months, Fund(s); provided that such annual continuance is specifically approved at least annually by both (a) by the vote of a majority of the Trust’s Board of Trustees Board, or (b) by the vote of a majority of the outstanding voting securities shares of the Fund at the time outstanding and entitled to voteeach respective Fund, and (b) provided that continuance is also approved by the vote of a majority of the Trustees Board who are not parties to this Agreement or “interested persons persons” (as such term is defined in the 0000 Xxx) of any party to this Agreementthe Trust, the Investment Adviser, or the Subadviser, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this This Agreement may be terminated with respect to any Fund: (a) by the Trust at any time as with respect to the services provided by the Subadviser, without the payment of any penalty, by vote of a majority of the Board or by a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, by vote of a majority of the outstanding voting shares of such Fund, upon sixty (60) days’ prior written notice to the Subadviser and the Investment Adviser; (b) by the Subadviser at any time, without the payment of any penalty, upon giving the Advisor 60 sixty (60) days’ prior written notice to the Investment Adviser and the Trust. (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (xc) by the vote Investment Adviser at any time, without the payment of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to voteany penalty, or upon sixty (y60) by the Advisor on 60 days’ prior written notice (which notice may be waived by to the Subadviser and the Trust). This Agreement will also immediately terminate automatically in the event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. (As used in In the event this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms Agreement is terminated or is not approved in the 1940 Actmanner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(b), 2(j), 2(k), 2(m), 2(p), 2(r), and 2(s) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(i) for a period of six years, and 2(o), 10, 13, 14, 16, 17, 18, 19 and 20 of this Agreement as well as any applicable provision of this Paragraph numbered 15 shall remain in effect.)

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

Duration and Termination. This The term of this Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated commence with respect to a Fund on the date set forth opposite the Fund’s name as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to set forth on Schedule A hereto (the Fund for successive periods of 12 months“Effective Date”), provided such continuance that first it is specifically approved at least annually by both (a) the vote Board of Trustees of the Trust, including a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the those Trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the 1940 Act, and by the holders of a majority of the outstanding voting securities of the Fund, and shall continue in effect for the initial term set forth in Schedule A. This Agreement shall continue in effect with respect to a Fund after its initial term, provided such continuance is approved at least annually by (i) the Trust’s Board of Trustees or (ii) the vote of a majority of the outstanding voting securities of the Fund; and in either event by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement, cast Agreement or interested persons of any such party in person at a meeting called for the purpose manner provided in Section 15(c) of voting on such approvalthe 1940 Act. Notwithstanding the foregoing, this Agreement may be terminated by the Trust with respect to a Fund: (a) at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived penalty by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by Fund upon the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the Fund’s outstanding voting securities of the Fund at the time outstanding and entitled to votesecurities, or upon sixty (y60) by the Advisor on 60 days’ written notice to the Adviser or (which notice may be waived b) by the Trust)Adviser at any time without penalty, upon sixty (60) days’ written notice to the Fund. This Agreement will also immediately terminate automatically in the event of its assignmentassignment (as defined in the 1940 Act). (Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this AgreementSection 10, the terms “majority of the outstanding voting securitiesassignment,” “interested person” and “assignmenta vote of a majority of the outstanding voting securities” shall have the same respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of such terms in the 1940 ActAct and Rule 18f-2 thereunder, subject to such exemptions as may be granted by the SEC by any rule, regulation, order or interpretive guidance.)

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

Duration and Termination. This Agreement shall become effective with respect to each Fund as of upon its approval and at the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such time determined by the Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or Directors and by the vote of a majority of the outstanding voting securities of the Fund Portfolio; provided, however, that at any time the time outstanding and entitled Adviser shall have obtained exemptive relief from the SEC permitting it to vote, and (b) engage a sub-adviser without first obtaining approval of the vote of Agreement from a majority of the Trustees who are not parties to outstanding voting securities of the portfolio(s) involved, this Agreement or interested persons shall become effective upon its approval by the Fund’s Board of any party to this AgreementDirectors at the time specified by the Board. Any sub-adviser so selected and approved shall be without the protection accorded by shareholder approval of an investment adviser’s receipt of compensation under Section 36(b) of the 1940 Act, cast until such shareholder approval is obtained. This Agreement shall continue in person effect for a period of one year from the date hereof only so long as continuance is specifically approved at a meeting called for least annually in conformance with the purpose of voting on such approval. Notwithstanding the foregoing1940 Act; provided, however, that this Agreement may be terminated (a) by the Trust Portfolio at any time as to a Fundtime, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by vote of a majority of Directors of the Trust shall be directed Fund or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to votePortfolio, or (yb) by the Advisor Adviser at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the other party, or (which c) the Sub-Adviser at any time, without the payment of any penalty, on 90 days’ written notice may be waived by to the Trust)other party. This Agreement will also shall terminate automatically and immediately terminate in the event of its assignment, or in the event of a termination of the Adviser’s agreement with the Fund. (As used in this AgreementSection 10, the terms “assignment” and “vote of a majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same respective meanings of set forth in the 1940 Act and the rules and regulations thereunder, subject to such terms in exceptions as may be granted by the SEC under the 1940 Act.)

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

Duration and Termination. This Agreement shall become effective on the date first indicated above. Unless terminated as provided herein, the Agreement shall remain in full force and effect with respect to each Fund as for an initial period of two (2) years from the date first indicated above when following a shareholder approval of the corresponding effective date indicated in Appendix A andapplicable Fund, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for and otherwise a period of two years as to such Fund. Thereafterone (1) year, if not terminated, this Agreement shall and continue in effect with respect to the Fund for successive periods of 12 monthson an annual basis thereafter, provided that such continuance is specifically approved at least annually by both each year by: (a) the vote of a majority of the Trust’s entire Board of Trustees the applicable Fund or by the vote of a majority of the outstanding voting securities (as defined in the 1000 Xxx) of the Fund at the time outstanding and entitled to vote, Fund; and (b) the vote of a majority of the Trustees Board of the applicable Fund who are not parties to this Agreement or interested persons (as such term is defined in the 1000 Xxx) of any such party to this Agreement, Agreement cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated with respect to each Fund: (A) by the Trust Manager at any time as without penalty, upon sixty (60) days’ written notice to the Subadvisor and the applicable Fund; (B) at any time without payment of any penalty by a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees Board of the Trust in office at the time applicable Fund or by the vote of the holders of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to voteFund, or upon sixty (y60) by the Advisor on 60 days’ written notice to the Manager and the Subadvisor; or (which notice may be waived C) by the Trust)Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the applicable Fund. This In the event of termination for any reason, all records of a Fund shall promptly be returned to the Manager or the Fund, free from any claim or retention of rights in such record by the Subadvisor; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records. The Agreement will also immediately shall automatically terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of as such terms term is described in the 1940 Act) or in the event the Management Agreement between the Manager and a Fund is assigned or terminates for any other reason. In the event this Agreement is terminated or is not approved in the manner described above, the Sections numbered 2(f), 9, 10, 12, 14, 15 and 19 of this Agreement shall remain in effect, as well as any applicable provision of this Section 17.)

Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A andof execution first written above, unless sooner terminated with respect to a Fund as provided herein, and shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall and continue in effect thereafter on an annual basis with respect to the Fund for successive periods of 12 months, each Fund; provided that such annual continuance is specifically approved at least annually by both (a) by the vote of a majority of the Trust’s Board of Trustees Board, or (b) by the vote of a majority of the outstanding voting securities shares of the Fund at the time outstanding and entitled to voteeach Fund, and (b) provided that continuance is also approved by the vote of a majority of the Trustees Board who are not parties to this Agreement or “interested persons persons” (as such term is defined in the 0000 Xxx) of any party to this Agreementthe Trust, the Investment Adviser, or the Fund Manager, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this This Agreement may be terminated with respect to any Funds: (a) by the Trust at any time as with respect to the services provided by the Fund Manager, without the payment of any penalty, by vote of a majority of the Board or by a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, by vote of a majority of the outstanding voting shares of such Funds, upon sixty (60) days’ prior written notice to the Fund Manager and the Investment Adviser; (b) by the Fund Manager at any time, without the payment of any penalty, upon giving the Advisor 60 sixty (60) days’ prior written notice to the Investment Adviser and the Trust. (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (xc) by the vote Investment Adviser at any time, without the payment of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of any penalty, upon sixty (60) days’ prior written notice to the Fund at the time outstanding Manager and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate automatically in the event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. (As used In the event this Agreement is terminated or is not approved in this Agreementthe manner described above, the terms “majority Sections or Paragraphs numbered 2(g) for a period of the outstanding voting securities,” “interested person” six years, and “assignment” 2(m), 2(n), 2(q), 2(t), 9, 10, 13, 14, 16, 17, 18 and 19 of this Agreement as well as any applicable provision of this Paragraph numbered 15 shall have the same meanings of such terms remain in the 1940 Acteffect.)

Duration and Termination. (a) This Agreement shall become go into effect on the effective with respect to each Fund as date of the corresponding effective date indicated in Appendix A andPost-Effective Amendment of the Registration Statement of the Trust covering the shares of the Fund and shall, unless sooner terminated with respect to a Fund as provided hereinhereinafter provided, shall continue in effect for a period of two years from that date, and thereafter from year to year, but only so long as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s 's Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to voteTrustees, and (b) including the vote of a majority of the Trustees who are not parties to this Agreement or "interested persons persons" (as defined in the 0000 Xxx) of any such party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding , or by the foregoing, this vote of the holders of a "majority" (as so defined) of the outstanding voting securities of the Fund and by such a vote of the Trustees. (b) This Agreement may be terminated by the Advisor at any time without penalty upon giving the Trust sixty (60) days' written notice (which notice may be waived by the Trust) and may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, penalty upon giving the Advisor 60 sixty (60) days’ ' written notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the all of its Trustees of the Trust in office at the time or by the vote of the holders of a majority (as defined in the 0000 Xxx) of the voting securities of the Fund Trust at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately shall automatically terminate in the event of its assignment. assignment (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Actas so defined).)

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

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

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

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

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