Common use of Duration and Termination Clause in Contracts

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser's management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless Unless sooner terminated as provided herein, and this Agreement shall continue in effect for a period of two years subsequent to its initial approval by the Board, or by vote of a majority of the outstanding voting securities of the Funds, as applicable, and thereafter, if not terminated, shall continue automatically from year to year thereafteryear, provided each that such continuance is specifically approved at least annually by by: (i) the vote of a majority of those Trustees of the Trustees Trust who are not interested parties to this Agreement or “interested persons” (as defined within the meaning of Section 2(a)(19) of the 1940 Act) of any such party to this Agreement; and (ii) a the Board, or by vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined outstanding voting securities of the Fund, in accordance with all applicable provisions of the 0000 Xxx) of 1940 Act, and any party to this Agreement, by vote cast in person (to the extent required applicable exemptive relief provided by the 0000 Xxx) at a meeting called for the purpose of voting on such approvalSEC. (b) This Agreement is terminable with respect to the Fundmay be terminated at any time, without the payment of any penalty, by the Board, or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days' ’ written notice to the Sub-Adviser: . (ic) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fundmay be terminated at any time, without the payment of any penalty, by the Sub-Adviser immediately upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. Sub-Adviser. (d) This Agreement will be terminated shall terminate automatically in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In by the event of a Sub-Adviser, or upon the termination of this the Advisory Agreement for any reason with respect as it relates to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver agrees to Adviser bear all periodic compliance reportsreasonable expenses of the Trust, certifications and information applicable to if any, arising out of an assignment of this Agreement by the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (de) Termination of this This Agreement may be terminated at any time by the Sub-Adviser on ninety (90) days’ written notice to the Fund and the Adviser, but any such termination shall not affect the rights status, obligations, or obligations liabilities of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementto the Fund and the Adviser arising prior to termination.

Duration and Termination. (a) This The term of this Agreement shall be effective immediately as of begin on the date set forth above and year the Fund commences investment operations and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and (2) years. This Agreement shall continue in effect from year to year thereafter, provided each subject to termination as hereinafter provided, if such continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" outstanding voting securities (as defined in the 0000 Xxx) of each Fund or by vote of the FundTrust's outstanding Board of Trustees, cast in person at a meeting called for the purpose of voting securitieson such approval, provided that in either event the continuance is also approved and (b) by vote of a majority of the Trustees of the Trust who are neither (A) not parties to this Agreement nor (B) or "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . The Sub-Adviser shall furnish to the Adviser 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 is terminable with respect to the Fund, without penalty, may be terminated at any time on sixty (60) days' at least 60 day’s prior written notice to the Sub-Adviser: , without the payment of any penalty, (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders Board of Trustees, (ii) by the Adviser, (iii) by vote of a "majority" majority of the outstanding voting securities (as defined in the 0000 Xxx) of the shares Fund, or (iv) in accordance with the terms of any exemptive order obtained by the Trust or the Fund under Section 6(c) of the Fund 1940 Act, exempting the Trust or (iithe Funds from Section 15(a) by and Rule 18f-2 under the Adviser1940 Act. This Agreement is terminable with respect to the Fund, without penalty, by the The Sub-Adviser upon ninety (90) may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' prior written notice to the Adviser and the Trust. In addition, Termination of this Agreement and/or the services of the Sub-Adviser will terminate not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) the Fund’s obligation to pay advisory fees to Adviser. If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the Fund except as may be reasonably required pursuant to the notice of termination and in the event furtherance of its role as a fiduciary in order to facilitate an orderly transition of the termination management of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically and immediately terminate in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this AgreementAgreement for the period that the Sub-Adviser provided services to the Trust.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-sub- adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-sub- advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided hereinabove, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, including without limitation, subject to the Sub-Adviser receiving a confidentiality agreement or other documents it requests, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, entermay reasonably request. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information required to be provided under this Agreement applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the 0000 Xxx) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable may be terminated in its entirety or with respect to any Fund: (a) by the Trust upon a vote of a majority of the Board or upon a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any time, without payment of any penalty, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in 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 under the 1940 Act. In the event this Agreement is terminated or is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(c), 2(d), 2(i), 2(j), 2(k), 2(l), 2(p), 2(q), and 2(r) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(i) for a termination period of six years, and 2(o), 9, 13, 14, 16, 17, 18, 19 and 20 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless Unless sooner terminated as provided herein, and this Agreement shall continue in effect for a period of two years subsequent to its initial approval by the Board, or by vote of a majority of the outstanding voting securities of the Funds, as applicable, and thereafter, if not terminated, shall continue automatically from year to year thereafteryear, provided each that such continuance is specifically approved at least annually by by: (i) the vote of a majority of those Trustees of the Trustees Trust who are not interested parties to this Agreement or “interested persons” (as defined within the meaning of Section 2(a)(19) of the 0000 Xxx) of any such party to this Agreement; and (ii) a the Board, or by vote of a "majority" majority of the outstanding voting securities of the Fund, in accordance with all applicable provisions of the 1940 Act, and any applicable exemptive relief provided by the SEC. (b) This Agreement may be terminated at any time, without the payment of any penalty, by the Board, or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Sub-Adviser. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Adviser immediately upon written notice to the Sub-Adviser. (d) This Agreement shall terminate automatically in the event of its assignment (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect as it relates to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver agrees to Adviser bear all periodic compliance reportsreasonable expenses of the Trust, certifications and information applicable to if any, arising out of an assignment of this Agreement by the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (de) Termination of this This Agreement may be terminated at any time by the Sub-Adviser on ninety (90) days’ written notice to the Fund and the Adviser, but any such termination shall not affect the rights status, obligations, or obligations liabilities of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementto the Fund and the Adviser arising prior to termination.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may requestrequest provided the transition manager has entered into a confidentiality agreement, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser's management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the 0000 Xxx) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable may be terminated in its entirety or with respect to any Fund: (a) by the Trust upon a vote of a majority of the Board or upon a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any time, without payment of any penalty, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in 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. In the event this Agreement is terminated or is not approved in the manner 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 termination period of six years, and 2(o), 10, 13, 14, 16, 17, 18, 19 and 20 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the #498497 Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, including without limitation, subject to the Sub-Adviser receiving a confidentiality agreement or other documents it requests, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, entermay reasonably request. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information required to be provided under this Agreement applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser's management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Subject to Section 6, termination will not affect the validity of any action previously taken by the Sub-Adviser regarding the Fund prior to the effectiveness of the termination. The Adviser will pay the fees of the Sub-Adviser described in Section 7 pro rata to the effective date of the termination. (e) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the FundPortfolio, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter, at the Adviser’s cost. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s #498497 services provided under this Agreement, including annual compliance reports and certificationscertifications in relation to the Portfolio but, for the avoidance of doubt, shall not be required to deliver any of its own Confidential Information. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This The term of this Agreement shall be effective immediately begin as of the date set forth above and day the Sub-Adviser begins providing investment management services to a Fund and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and years. This Agreement shall continue in effect from year to year thereafter, provided each subject to termination as hereinafter provided, if such continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" outstanding voting securities (as defined in the 0000 Xxx) of a Fund or by vote of the Fund's outstanding Trust’s Board, cast in person at a meeting called for the purpose of voting securitieson such approval, provided that in either event the continuance is also approved and (b) by vote of a majority of the Trustees of the Trust who are neither (A) not parties to this Agreement nor (B) "or “interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . The Sub-Adviser shall furnish to the Adviser 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 is terminable with respect to the Fund, without penalty, may be terminated at any time on sixty (60) days' at least 60 days prior written notice to the Sub-Adviser: , without the payment of any penalty, (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders Board, (ii) by the Adviser, (iii) by vote of a "majority" majority of the outstanding voting securities (as defined in the 0000 Xxx) of a Fund, or (iv) in accordance with the shares terms of any exemptive order obtained by the Trust or a Fund under Section 6(c) of the 1940 Act, exempting the Trust or a Fund or (iifrom Section 15(a) by and Rule 18f-2 under the Adviser1940 Act. This Agreement is terminable with respect to the Fund, without penalty, by the The Sub-Adviser upon ninety (90) may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' ’ prior written notice to the Adviser and the Trust. In addition, Termination of this Agreement and/or the services of the Sub-Adviser will terminate not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) a Fund’s obligation to pay advisory fees to Adviser. If this Agreement is terminated by the Adviser or Sub- Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to a Fund except as may be reasonably required pursuant to the Fund notice of termination and in the event furtherance of its role as a fiduciary in order to facilitate an orderly transition of the termination management of the Advisory Agreement with respect to the a Fund. This Agreement will be terminated automatically and immediately terminate in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, subject to a confidentiality agreement, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-sub­ adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-sub­ advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, provided the transition manager has entered into a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. enter The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundabove. This Agreement, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees Directors or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the such Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees Directors who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the any particular Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the TrustCompany, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the such Fund or (ii) by the Adviser. This Agreement is terminable with respect to the a Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the TrustCompany. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the such Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio with respect to such Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement with respect to a Fund shall not affect this Agreement with respect to the remaining Funds, and the provision of services by the Sub-Adviser with respect to such remaining Funds shall continue to be governed by this Agreement. Upon the termination of this Agreement with respect to a Fund, Schedule A shall be amended to reflect only those Funds that still remain. If no Funds remain, this Agreement shall terminate. (e) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the FundFund upon notice to the Sub-Adviser. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundthereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees Directors or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the such Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees Directors who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the any particular Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the TrustHMF, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the such Fund or (ii) by the Adviser. This Agreement is terminable with respect to the a Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the TrustHMF. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the such Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio with respect to such Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement with respect to a Fund shall not affect this Agreement with respect to the remaining Funds, and the provision of services by the Sub-Adviser with respect to such remaining Funds shall continue to be governed by this Agreement. Upon the termination of this Agreement with respect to a Fund, Schedule A shall be amended to reflect only those Funds that still remain. If no Funds remain, this Agreement shall terminate. (e) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, provided the transition manager has entered into a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. enter The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the 0000 Xxx) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval.. This Agreement may be terminated with respect to any Fund: (ba) This Agreement is terminable by the Trust at any time 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, without penaltyby vote of a majority of the outstanding voting shares of such Fund, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser (a) upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In additionTrust or such shorter period as agreed between the parties, this Agreement will terminate with respect or (b) upon thirty (30) days’ prior written notice to the Fund in Investment Adviser and the event Trust upon notice of a material change to the investment objectives, policies and or strategies of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in 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. In the event this Agreement is terminated or is not approved in the manner 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 termination period of six years, and 10, 13, 14, 16, 17, 18, 19 and 20 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be become effective immediately as of ------------------------ the date set forth above of execution first written above, and shall continue in effect for two years from its effective date for a term ending December 31, 2002 and continue thereafter on an annual basis with respect to the each Fund, unless sooner terminated as ; provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Board of Trustees of Pacific Funds, or (iib) a by the vote of a "majority" (as defined in the 0000 Xxx) majority of the Fund's outstanding voting securitiesshares of each Fund, and provided that in either event the continuance is also approved by the vote of a majority of the Board of Trustees of Pacific Funds who are neither (A) not parties to this Agreement nor (B) or "interested persons" (as such term is defined in the 0000 Xxx1940 Act) of any party to this AgreementPacific Funds, by vote the Adviser, or the Portfolio Manager, cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable with respect to the Fund, may not be materially amended without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the a majority vote of the holders of a "majority" outstanding shares (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the AdviserFunds. This Agreement is terminable may be terminated with respect to any Fund: (a) by Pacific Funds at any time with respect to the services provided by the Portfolio Manager, without the payment of any penalty, forfeiture, compulsory buyout amount, or performance of any other obligation which could deter termination, by vote of a majority of the entire Board of Trustees of Pacific Funds or by a vote of a majority of the outstanding voting shares of Pacific Funds or, with respect to a particular Fund, by vote of a majority of the outstanding voting shares of such Fund, on 60 days' written notice to the Portfolio Manager and the Adviser; (b) by the Portfolio Manager at any time, without the payment of any penalty, by the Sub-Adviser forfeiture, compulsory buyout amount or performance of any other obligation which could deter termination, upon ninety (90) 60 days' written notice to the Adviser and Pacific Funds. (c) by the TrustAdviser 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 Pacific Funds. In addition, Any approval of this Agreement will terminate with respect to by the Fund holders of a majority of the outstanding shares (as defined in the event 0000 Xxx) of the termination of the Advisory a particular Fund shall be effective to continue this Agreement with respect to such Fund notwithstanding (a) that this Agreement has not been approved by the Fundholders of a majority of the outstanding shares of any other Fund or (b) that this Agreement has not been approved by the vote of a majority of the outstanding shares of Pacific Funds, unless such approval shall be required by any other applicable law or otherwise. This Agreement will be terminated terminate automatically in the event of its "assignment" assignment (as that term is defined in the 1940 Act). (c) , 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) for a period of a termination six years, and 10, 11, 13, 14 and 16 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act).. #498497 (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, including without limitation, subject to the Sub-Adviser receiving a confidentiality agreement or other documents it requests, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, entermay reasonably request. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information required to be provided under this Agreement applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" “majority ” (as defined in the 0000 Xxx1940 Act) of the Fund's Fund ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" persons ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' days ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" “majority ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' days ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" “assignment ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser ’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided hereinabove, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" “majority ” (as defined in the 0000 Xxx1940 Act) of the Fund's Fund ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" persons ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' days ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" “majority ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' days ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" “assignment ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser ’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as continue with respect to each Fund for a period of the date set forth above and shall continue in effect for two years from its effective the commencement date with respect to the Fund, unless sooner terminated as provided hereinfor each Fund specified on Exhibit A, and thereafter shall continue year to year thereafterautomatically for successive annual periods, provided each such continuance is specifically approved at least annually by by: (i1) the Board or (2) a vote of a majority of the Trustees or (ii) a vote of a "majority" Fund’s outstanding voting securities (as defined in the 0000 Xxx) of the Fund's outstanding voting securities1940 Act), provided that in either event the continuance is also approved by a majority of the Trustees who are neither not (Ai) parties to this Agreement nor or (Bii) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Notwithstanding the foregoing, this Agreement is terminable may be terminated without penalty with respect to the Fund, without penalty, on any Fund upon sixty (60) days' ’ written notice to the Sub-Advisernotice: (i1) by the Trust, pursuant to (Ai) action by of the Board or (Bii) the vote of a majority of the holders Fund’s outstanding voting securities; (2) by the Adviser; or (3) by the Sub-Adviser. This Agreement will also terminate automatically in the event of a "majority" its assignment (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust1940 Act). In addition, this Agreement will terminate with respect to the any Fund in the event of the termination of the Advisory Investment Management Agreement between the Trust and the Adviser with respect to the that Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In If the event Sub-Adviser or any successor to its business shall cease to furnish services to the Funds under this Agreement or similar contractual arrangement, for any reason whatsoever, the Fund or Funds (as applicable), at their expense: (i) as promptly as practicable, shall take all necessary action to cause the Prospectus and the Certificate of Trust, Declaration of Trust, Bylaws and any other relevant documentation to be amended to accomplish a change of name to eliminate any reference to “CNH Partners, LLC:” and (ii) within 60 days after the termination of this Agreement for or such similar contractual arrangement, shall cease to use in any reason other manner, including, but not limited to, use in any sales literature or promotional material, the name “CNH Partners, LLC” or any name, xxxx or logo type derived from it or similar to it or indicating that the Funds are managed by or otherwise associated with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This The term of this Agreement shall be effective immediately as of begin on the date set forth above and year the Fund commences investment operations and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and (2) years.. This Agreement shall continue in effect from year to year thereafter, provided each subject to termination as hereinafter provided, if such continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" outstanding voting securities (as defined in the 0000 Xxx) of each Fund or by vote of the FundTrust's outstanding Board of Trustees, cast in person at a meeting called for the purpose of voting securitieson such approval, provided that in either event the continuance is also approved and (b) by vote of a majority of the Trustees of the Trust who are neither (A) not parties to this Agreement nor (B) or "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . The Sub-Adviser shall furnish to the Adviser 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 is terminable with respect to the Fund, without penalty, may be terminated at any time on sixty (60) days' 60 day’s prior written notice to the Sub-Adviser: , without the payment of any penalty, (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders Board of Trustees, (ii) by the Adviser, (iii) by vote of a "majority" majority of the outstanding voting securities (as defined in the 0000 Xxx) of the shares Fund, or (iv) in accordance with the terms of any exemptive order obtained by the Trust or the Fund under Section 6(c) of the Fund 1940 Act, exempting the Trust or (iithe Funds from Section 15(a) by and Rule 18f-2 under the Adviser1940 Act. This Agreement is terminable with respect to the Fund, without penalty, by the The Sub-Adviser upon ninety (90) may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' prior written notice to the Adviser and the Trust. In addition, Termination of this Agreement and/or the services of the Sub-Adviser will terminate not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) the Fund’s obligation to pay advisory fees to Adviser. If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the Fund except as may be reasonably required pursuant to the notice of termination and in the event furtherance of its role as a fiduciary in order to facilitate an orderly transition of the termination management of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically and immediately terminate in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as continue with respect to each Fund for a period of the date set forth above and shall continue in effect for two years from its effective the commencement date with respect to the Fund, unless sooner terminated as provided hereinfor each Fund specified on Exhibit A, and thereafter shall continue year to year thereafterautomatically for successive annual periods, provided each such continuance is specifically approved at least annually by by: (i1) the Board or (2) a vote of a majority of the Trustees or (ii) a vote of a "majority" Fund’s outstanding voting securities (as defined in the 0000 Xxx) of the Fund's outstanding voting securities1940 Act), provided that in either event the continuance is also approved by a majority of the Trustees who are neither not (Ai) parties to this Agreement nor or (Bii) "”interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Notwithstanding the foregoing, this Agreement is terminable may be terminated without penalty with respect to the Fund, without penalty, on any Fund upon sixty (60) days' ’ written notice to the Sub-Advisernotice: (i1) by the Trust, pursuant to (Ai) action by of the Board or (Bii) the vote of the holders of a "majority" (as defined in the 0000 Xxx) majority of the shares of the Fund Fund’s outstanding voting securities, or (ii2) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will also terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In If the event Adviser or any successor to its business shall cease to furnish services to the Funds under this Agreement or similar contractual arrangement, for any reason whatsoever, the Funds, at their expense: (i) as promptly as practicable, shall take all necessary action to cause the Prospectus, the SAI, any summary prospectuses, the Certificate of Trust, Declaration of Trust, Bylaws and any other relevant documentation to be amended to accomplish a change of name of the Trust and each Fund to eliminate any reference to the surname “Whitebox” therein; and (ii) within 60 days after the termination of this Agreement for or such similar contractual arrangement, shall cease to use in any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviserother manner, including, without limitationbut not limited to, providing use in any sales literature or promotional material, the transition managersurname “Whitebox” or any name, at such intervals as xxxx or logo type derived from it or similar to it or indicating that the transition manager may request, Funds are managed by or otherwise associated with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the 0000 Xxx) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable may be terminated in its entirety or with respect to any Fund: (a) by the Trust upon a vote of a majority of the Board or upon a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any time, without payment of any penalty, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in 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 under the 1940 Act. In the event this Agreement is terminated or is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(c), 2(d), 2(i), 2(j), 2(k), 2(l), 2(p), 2(r), and 2(s) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(i) for a termination period of six years, and 2(o), 9, 13, 14, 16, 17, 18, 19 and 20 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the each Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the each Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the each Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the respective Fund or (ii) by the Adviser. This Agreement is terminable with respect to the each Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the respective Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund(s) to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio Fund(s) and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act or unless otherwise exempt therefrom ) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundFund and the Adviser , without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The To the extent not already provided, the Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 or Section 13 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of on the date set forth above first indicated above. Unless terminated as provided herein, the Agreement shall remain in full force and shall continue in effect for an initial period of two (2) years from its effective the date first indicated above- and continue on an annual basis thereafter with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each that such continuance is specifically approved at least annually by each year by: (ia) the vote of a majority of the Trustees entire Board or (ii) a by the vote of a "majority" majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event ; and (b) the continuance is also approved by vote of a majority of the those Trustees who are neither (A) not parties to this Agreement nor (B) "or interested persons" persons (as such term is defined in the 0000 Xxx) of any such party to this Agreement, by vote Agreement cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This . Any approval of this Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" majority of the outstanding shares (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This shall be effective to continue this Agreement is terminable with respect to the FundFund notwithstanding that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing, this Agreement may be terminated-(A) by the Manager at any time without penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ written notice to the Adviser Subadvisor and the Trust; (B) at any time without payment of any penalty by the Trust, upon the vote of a majority of the Trust’s Board or a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to the Manager and the Subadvisor; or (C) by the Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination for any reason, all records of the Advisory Fund for which the Agreement with respect is terminated shall promptly be returned to the FundManager or the Trust, 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. This The Agreement will be terminated shall automatically terminate in the event of its "assignment" assignment (as defined such term is described in the 1940 Act). (c) or in the event the Management Agreement between the Manager and the Trust is assigned or terminates for any other reason. In the event of a termination of this Agreement for any reason with respect to is terminated or is not approved in the Fundmanner described above, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser Sections numbered 2(f), 8, 9, 10, 12, 14, 15 and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination 19 of this Agreement shall not affect the rights or obligations of the Adviserremain in effect, the Adviser Indemnitees and the Sub-Adviser under Section 6 as well as any applicable provision of this AgreementSection 17.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the 0000 Xxx) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval.. This Agreement may be terminated with respect to any Fund or all Funds listed on Exhibit A: (ba) This Agreement is terminable by the Trust at any time 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, without penaltyby vote of a majority of the outstanding voting shares of such Fund, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in 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. In the event this Agreement is terminated or is not approved in the manner 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 termination period of six years, and Sections 2(o), 10, 13, 14, 16, 17, 18, 19 and 20 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enterenter subject to the execution of an acceptable confidentiality agreement by the transition manager. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) A. This Agreement shall be become effective immediately with respect to each Fund listed on Exhibit A hereof as of the date set forth above and hereof and, 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 as provided herein, this Agreement shall continue in effect for two (2) years from its effective the date with respect to the Fundhereof. Thereafter, unless sooner terminated as provided hereinif not terminated, and this Agreement shall continue in effect automatically as to each Fund for successive one-year to year thereafterperiods, provided each such continuance is specifically approved at least annually by by: (i) the Company’s Board; or (ii) the vote of a “majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities” of a Fund, and provided that in either event event, the continuance is also approved by a majority of the Trustees Company’s Board who are neither (A) parties to this Agreement nor (B) "not “interested persons" (as defined in the 0000 Xxx) ” of any party to this Agreement, by a vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This B. Notwithstanding the foregoing, this Agreement is terminable may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the Fundend of a term, without penalty, on (ii) upon mutual consent of the parties; or (iii) upon no less than sixty (60) days' ’ written notice to notice, by either the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) Company upon the vote of a majority of the holders members of its Board who are not “interested persons” of the Company and have no direct or indirect financial interest in the operation of this Agreement or by vote of a "majority" (as defined in the 0000 Xxx) “majority of the shares outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Company. If required under the 1940 Act, any such amendment must be approved by the Company’s Board, including a majority of the Fund or (ii) Company’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the FundAdvisor. This Agreement will be terminated automatically terminate in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a C. Sections 7, 9, 11 and 12 shall survive termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as go into effect with respect to The Catholic Equity Fund on the date specified on Exhibit A attached hereto. In the event the parties hereto mutually agree that one or more series of the date set forth above and Fund Company should be included as additional "Fund(s)" hereunder, this Agreement shall become effective with respect to each such additional Fund(s) on the date(s) specified on Exhibit A hereto. Once effective with respect to any Fund, this Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from its effective date with respect to the such Fund, unless sooner terminated as provided herein, and shall continue thereafter from year to year thereafteryear, provided each but only so long as such continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees Fund Company's Board of Directors, or (ii) a by the vote of the holders of a "majority" (as defined in the 0000 XxxAct) of the Fund's outstanding voting securitiessecurities of the relevant Fund, provided that and, in either event the continuance is also approved by case, a majority of the Trustees Directors who are neither (A) not parties to this Agreement nor (B) or "interested persons" (as defined in the 0000 XxxAct) of any such party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable may be terminated by the Sub-Adviser in its entirety or with respect to any one or more specifically identified Funds at any time without penalty upon giving the Fund, without penalty, on Fund Company and the Adviser sixty (60) days' written notice (which notice may be waived by the Fund Company and the Adviser) and may be terminated by the Fund Company or the Adviser in its entirety or with respect to any one or more specifically identified Funds at any time without penalty upon giving the Sub-Adviser sixty (60) days' written notice (which notice may be waived by the Sub-Adviser: (i) ), provided that such termination by the Trust, pursuant to (A) action Fund Company shall be directed or approved by the Board vote of a majority of all of its Directors in office at the time or (B) by the vote of the holders of a "majority" (as defined in the 0000 XxxAct) of the shares voting securities of each Fund with respect to which the Fund or (ii) by the AdviserAgreement is to be terminated. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will shall automatically terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In . This Agreement will also automatically terminate in the event of a termination of this that the Investment Advisory Agreement by and between the Fund Company and the Adviser is terminated for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certificationsreason. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that timetime enter; provided, enter. however, that the obligation of the Sub-Adviser to share the Portfolio’s holdings or any other information required to be provided pursuant to this Section 11(c) to any unaffiliated transition manager shall be conditional on the Adviser and/or unaffiliated transition manager delivering such information and documentation (including any representations, warranties, and agreements) as may be reasonably requested by the Sub-Adviser, and The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 (Standard of Care, Limitation of Liability and Indemnification), this Section 11 (Termination), and Section 16 (“Miscellaneous”) of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundthereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the TrustFund, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the TrustFund. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio Fund and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundthereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the such Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the any particular Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the such Fund or (ii) by the Adviser. This Agreement is terminable with respect to the a Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the such Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio with respect to such Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement with respect to a Fund shall not affect this Agreement with respect to the remaining Funds, and the provision of services by the Sub-Adviser with respect to such remaining Funds shall continue to be governed by this Agreement. Upon the termination of this Agreement with respect to a Fund, Schedule A shall be amended to reflect only those Funds that still remain. If no Funds remain, this Agreement shall terminate. (e) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above above, and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. #498497 (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this AgreementAgreement for the period that the Sub-Adviser provided services to the Trust.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. 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 be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 5 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect #498497 to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the each Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the each Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the each Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the respective Fund or (ii) by the Adviser. This Agreement is terminable with respect to the each Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the respective Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund(s) to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio Fund(s) and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided hereinabove, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as upon approval by the Fund's Board of Directors and its execution by the date set forth above and parties hereto. This Agreement shall continue in effect for a period of more than two years from its effective the date with respect to the Fund, unless sooner terminated hereof only so long as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually in conformance with the 1940 Act and the rules and regulations thereunder; provided, however, that this Agreement may be terminated: (a) by (i) the Fund at any time, without the payment of any penalty, by the vote of a majority of Directors of the Fund or by the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) outstanding voting securities of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval.; (b) This Agreement is terminable with respect to by the FundAdviser at any time, without the payment of any penalty, on sixty (60) not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser: ; or (ic) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) at any time, without the payment of any penalty, on 30 days' written notice to the Adviser Adviser. This Agreement shall terminate automatically and the Trust. In addition, this Agreement will terminate with respect to the Fund immediately in the event of its assignment (within the meaning of the Advisers Act), or in the event of a termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically As used in this Paragraph 6, the event of its terms "assignment" (as defined and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions or no-action positions as may be granted by the SEC or its staff under the 1940 Act). (c) . In the event of a termination of that this Agreement for any reason with respect to the Fundis terminated, the Sub-Adviser shall reasonably agrees to cooperate with the Adviser and any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementand provide the Fund's books and records or take such other action as may be reasonably requested by the Adviser in order to ensure that continuous, high quality services are provided to the Fund.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Subadviser and Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Subadviser and Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement or Sub-Advisory Agreement, or the termination or removal of the Strategy from the Sub-Advisory Agreement, with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser Subadviser shall reasonably cooperate with any transition manager or successor investment sub-sub- adviser and with the Adviser and Sub-Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Subadviser shall deliver, or shall cooperate with the Sub-Adviser shall deliver to deliver, to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's Subadviser’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees Indemnitees, the Sub-Adviser and the Sub-Adviser Subadviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective executed and shall take ------------------------ effect with respect to each Fund on the Exchange Date (as defined in the Plan) immediately as following the consummation of the date set forth above transactions relating to such Fund contemplated by the Plan, and shall continue remain in effect for two years from its effective date such date, and continue thereafter on an annual basis with respect to the such Fund, unless sooner terminated as ; provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the entire Board of Trustees of the Trust, or (iib) a by the vote of a majority of the outstanding voting securities (as such term is defined in the 0000 Xxx) of that Fund, and provided that continuance is also approved by the vote of a majority of the board of Trustees of the Trust who are not parties to this Agreement or "majorityinterested persons" (as such term is defined in the 0000 Xxx) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this AgreementPortfolio Manager, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . This Agreement may not be materially amended with respect to a Fund without the vote of a "majority of the outstanding voting securities" (as such term is terminable defined in the 0000 Xxx) of that Fund, except to the extent permitted by any exemption or exemptions that may be or have been granted upon application made to the SEC or by any applicable SEC rule. This Agreement may be terminated: a. by the Trust at any time with respect to the Fundservices provided by the Portfolio Manager, without the payment of any penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of a majority of the holders entire Board of Trustees of the Trust or by vote of a "majority" majority of the outstanding voting securities (as such term is defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable Trust or, with respect to the a particular Fund, without penaltyby vote of a majority of the outstanding voting securities of that Fund, by the Sub-Adviser upon ninety (90) on 60 days' written notice to the Adviser and Portfolio Manager; b. by the Portfolio Manager at any time, without the payment of any penalty, upon 60 days' written notice to the Trust; c. by the Adviser at any time, without the payment of any penalty upon 60 days' written notice to the Portfolio Manager. In additionHowever, any approval of this Agreement will terminate by the holders of a majority of the outstanding voting securities (as such term is defined in the 0000 Xxx) of a particular Fund shall be effective to continue this Agreement with respect to the Fund in notwithstanding (a) that this Agreement has not been approved by the event holders of a majority of the termination outstanding voting securities of any other Fund or other series of the Advisory Trust or (b) that this Agreement has not been approved by the vote of a majority of the outstanding voting securities of the Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement will terminate automatically with respect to the Fund. This Agreement will be terminated automatically services provided by the Portfolio manager in the event of its "assignment" (, as that term is defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of by the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certificationsManager. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of on the date set forth above first indicated above. Unless terminated as provided herein, the Agreement shall remain in full force and shall continue in effect for an initial period of two (2) years from its effective the date first indicated above, and continue on an annual basis thereafter with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each that such continuance is specifically approved at least annually by each year by: (ia) the vote of a majority of the Trustees entire Board or (ii) a by the vote of a "majority" majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event ; and (b) the continuance is also approved by vote of a majority of the those Trustees who are neither (A) not parties to this Agreement nor (B) "or interested persons" persons (as such term is defined in the 0000 Xxx) of any such party to this Agreement, by vote Agreement cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This . Any approval of this Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" majority of the outstanding shares (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This shall be effective to continue this Agreement is terminable with respect to the FundFund notwithstanding that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing, this Agreement may be terminated: (A) by the Manager at any time without penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ written notice to the Adviser Subadvisor and the Trust; (B) at any time without payment of any penalty by the Trust, upon the vote of a majority of the Trust’s Board or a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to the Manager and the Subadvisor; or (C) by the Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination for any reason, all records of the Advisory Fund for which the Agreement with respect is terminated shall promptly be returned to the FundManager or the Trust, 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. This The Agreement will be terminated shall automatically terminate in the event of its "assignment" assignment (as defined such term is described in the 1940 Act). (c) or in the event the Management Contract between the Manager and the Trust is assigned or terminates for any other reason. In the event of a termination of this Agreement for any reason with respect to is terminated or is not approved in the Fundmanner described above, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser Sections numbered 2(f), 9, 10, 12, 14, 15, 16, 20 and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination 23 of this Agreement shall not affect the rights or obligations of the Adviserremain in effect, the Adviser Indemnitees and the Sub-Adviser under Section 6 as well as any applicable provision of this AgreementSection 18.

Duration and Termination. (a) This The term of this Agreement shall be effective immediately begin as of the date set forth above and day the Sub-Adviser begins providing investment management services to a Fund and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and years. This Agreement shall continue in effect from year to year thereafter, provided each subject to termination as hereinafter provided, if such continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" outstanding voting securities (as defined in the 0000 Xxx) of a Fund or by vote of the Fund's outstanding Trust’s Board, cast in person at a meeting called for the purpose of voting securitieson such approval, provided that in either event the continuance is also approved and (b) by vote of a majority of the Trustees of the Trust who are neither (A) not parties to this Agreement nor (B) "or “interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . The Sub-Adviser shall furnish to the Adviser 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 is terminable with respect to the Fund, without penalty, may be terminated at any time on sixty (60) days' at least 60 days prior written notice to the Sub-Adviser: , without the payment of any penalty, (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders Board, (ii) by the Adviser, (iii) by vote of a "majority" majority of the outstanding voting securities (as defined in the 0000 Xxx) of a Fund, or (iv) in accordance with the shares terms of any exemptive order obtained by the Trust or a Fund under Section 6(c) of the 1940 Act, exempting the Trust or a Fund or (iifrom Section 15(a) by and Rule 18f-2 under the Adviser1940 Act. This Agreement is terminable with respect to the Fund, without penalty, by the The Sub-Adviser upon ninety (90) may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' ’ prior written notice to the Adviser and the Trust. In addition, Termination of this Agreement and/or the services of the Sub-Adviser will terminate not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) a Fund’s obligation to pay advisory fees to Adviser. If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to a Fund except as may be reasonably required pursuant to the Fund notice of termination and in the event furtherance of its role as a fiduciary in order to facilitate an orderly transition of the termination management of the Advisory Agreement with respect to the a Fund. This Agreement will be terminated automatically and immediately terminate in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. 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 be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, Adviser and the Adviser Indemnitees and the Sub-Adviser under Section 6 5 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years one year from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust, subject to its obligations under Section 11(c) of this Agreement. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event that the Sub-Adviser voluntarily terminates or refuses to renew this Agreement prior to December 31, 2023 without cause, Sub-Adviser shall promptly pay the Fund liquidated damages in a lump sum amount equal to 0.03% (3 basis points) of the Portfolio assets allocated to the Large Cap Value Equity mandate (the “LCV Mandate”), determined as of the close of business on the date of termination, for each year from the termination date through December 31, 2023. For the year during which the voluntary termination or non renewal occurs, the amount of the payment shall be a pro-rata portion of the full year payment based on the number of days from the date of termination or non-renewal to December 31, divided by 365. Cause shall be defined to include, without limitation: (i) any action by the Adviser or the Fund that causes material reputational harm to the Sub-Adviser or otherwise requires the Sub-Adviser to engage in any action that is prohibited by law or regulation; (ii) the imposition by the Fund or the Adviser of a change in the guidelines applicable to the account that would be inconsistent with the Sub-Adviser’s investment process for the LCV Mandate; (iii) any regulatory requirement the prevents the Sub-Adviser from continuing to manage the LCV Mandate; (iv) a reduction in the assets of the LCV Mandate to a point below the minimum assets typically required for the Sub-Adviser to manage an institutional separate account in the LCV mandate. The Sub-Adviser shall not be considered to have terminated or refused to renew this Agreement if the Sub-Adviser limits the assets it is willing to manage for the Adviser for the LCV Mandate to the assets managed by the Sub-Adviser for the Adviser for the LCV Mandate as of December 31, 2018. The Sub-Adviser acknowledges that such damages shall be deemed to be liquidated damages and not a penalty, and does not constitute a waiver or limitation of rights that the Trust or the Fund has for any other breach of this Agreement by the Sub-Adviser. For the avoidance of doubt, any termination by reason of Sub-Adviser’s “assignment” (as defined in the 0000 Xxx) shall not be treated as a voluntary termination or non-renewal by the Sub-Adviser for purposes of this paragraph provided that the Sub-Adviser is willing to enter into a new sub-advisory agreement for the Large Cap Value Equity mandate with substantially similar terms promptly thereafter. (d) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (de) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act or unless otherwise exempt therefrom ) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundFund and the Adviser , without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The To the extent not already provided, the Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 or Section 13 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx1940 Act) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the 0000 Xxx) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable may be terminated in its entirety or with respect to any Fund: (a) by the Trust upon a vote of a majority of the Board or upon a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any time, without payment of any penalty, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in 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. In the event this Agreement is terminated or is not approved in the manner 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(q), and 2(r) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(i) for a termination period of six years, and 2(o), 10, 13, 14, 16, 17, 18, 19 and 20 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-AdviserSubadviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Sub-Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser Subadviser upon ninety (90) days' ’ written notice to the Sub-Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Sub-Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser Subadviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Sub-Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Sub-Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Sub-Adviser and the transition manager will, at that time, enter. The Sub-Adviser Subadviser shall deliver to Sub-Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's Subadviser’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Sub-Adviser, the Sub-Adviser Indemnitees and the Sub-Adviser Subadviser under Section 6 of this Agreement.

Duration and Termination. (a) This The term of this Agreement shall be effective immediately begin as of the date set forth above and day the Sub-Adviser begins providing investment management services to the Funds and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and years. This Agreement shall continue in effect from year to year thereafter, provided each subject to termination as hereinafter provided, if such continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" outstanding voting securities (as defined in the 0000 Xxx) of each Fund or by vote of the FundTrust's outstanding Board, cast in person at a meeting called for the purpose of voting securitieson such approval, provided that in either event the continuance is also approved and (b) by vote of a majority of the Trustees of the Trust who are neither (A) not parties to this Agreement nor (B) or "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . The Sub-Adviser shall furnish to the Adviser 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 is terminable with respect to the Fund, without penalty, may be terminated at any time on sixty (60) days' at least 60 days prior written notice to the Sub-Adviser: , without the payment of any penalty, (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders Board, (ii) by the Adviser, (iii) by vote of a "majority" majority of the outstanding voting securities (as defined in the 0000 Xxx) of the shares Funds, or (iv) in accordance with the terms of any exemptive order obtained by the Trust or the Funds under Section 6(c) of the Fund 1940 Act, exempting the Trust or (iithe Funds from Section 15(a) by and Rule 18f-2 under the Adviser1940 Act. This Agreement is terminable with respect to the Fund, without penalty, by the The Sub-Adviser upon ninety (90) may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' prior written notice to the Adviser and the Trust. In addition, Termination of this Agreement and/or the services of the Sub-Adviser will terminate not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) the Fund’s obligation to pay advisory fees to Adviser. If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the Fund except as may be reasonably required pursuant to the notice of termination and in the event furtherance of its role as a fiduciary in order to facilitate an orderly transition of the termination management of the Advisory Agreement with respect to the FundFunds. This Agreement will be terminated automatically and immediately terminate in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This The term of this Agreement shall be effective immediately as of begin on the date set forth above and year the Sub-Adviser commences investment operations for the Fund and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and (2) years. This Agreement shall continue in effect from year to year thereafter, provided each subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by prior to the commencement of the applicable year (i) the vote of by a majority of the Trustees or (ii) a vote of a "majority" outstanding voting securities (as defined in the 0000 Xxx) of the Fund's outstanding voting securitiesFund or by vote of the Board, provided that in either event the continuance is also approved and (ii) by vote of a majority of the Trustees of the Trust who are neither (A) not parties to this Agreement nor (B) "or “interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (. The Sub-Adviser shall furnish to the extent required by Adviser and the 0000 Xxx) at a meeting called for Trust, promptly upon their request, such information as may reasonably be necessary to evaluate the purpose performance of voting on such approvalthe terms of this Sub-Advisory Agreement or any extension, renewal or amendment thereof. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) may be terminated at any time upon 60 days' ’ prior written notice to the Sub-Adviser: , without the payment of any penalty, (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders Board, (ii) by the Adviser, or (iii) by vote of a "majority" majority of the outstanding voting securities (as defined in by the 0000 Xxx) of the shares Fund, or (iv) in accordance with the terms of any exemptive order obtained by the Trust or the Fund under Section 6(c) of the 1940 Act, exempting the Trust or the Fund or (iifrom Section 15(a) by and Rule 18f-2 under the Adviser1940 Act. This Agreement is terminable with respect to the Fund, without penalty, by the The Sub-Adviser upon ninety (90) may terminate this Agreement at any time, without the payment of any penalty, on at least 90 days' ’ prior written notice to the Adviser and the Trust. In addition, Termination of this Agreement and/or the services of the Sub-Adviser will terminate not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; (iii) the Fund’s obligation to pay advisory fees to Adviser; and (iv) the Adviser’s obligation to pay the Sub-Adviser all Net Advisory Fees earned through the date of termination. If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the Fund except as may be reasonably required pursuant to the notice of termination and in the event furtherance of its role as a fiduciary in order to facilitate an orderly transition of the termination management of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically and immediately terminate in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the FundPortfolio, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter, at the Adviser’s cost. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certificationscertifications in relation to the Portfolio but, for the avoidance of doubt, shall not be required to deliver any of its own Confidential Information. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for until two years from its effective the date with respect to the Fund, unless sooner terminated as provided herein, hereof and shall continue year to year thereafter, provided the initial approval and each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's Funds’ outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the each Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the a Fund or (ii) by the Adviser. This Agreement is terminable with respect to the each Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the a Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 ActAct and SEC rules and guidance thereunder). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio relevant Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition managerAdviser, at such intervals as the transition manager Adviser may request, with a list of holdings for the Portfolio relevant Fund and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enterAdviser. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 5 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio Fund and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This The term of this Agreement shall be effective immediately as of begin on the date set forth above that the Fund commences operations and shall continue in effect for a period of two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and that date. This Agreement shall continue in effect from year to year thereafter, provided each subject to termination as hereinafter provided, if such continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" outstanding voting securities (as defined in the 0000 1000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved such Fund or by a majority vote of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) Trust's Board of any party to this AgreementTrustees, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. , and (b) by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested 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. The Sub-Adviser shall furnish to the Adviser 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 is terminable with respect to the Fund, without penalty, may be terminated at any time on sixty (60) days' at least 60 days prior written notice to the Sub-Adviser: , without the payment of any penalty, (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders Board of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or Trustees, (ii) by the Adviser. This Agreement is terminable with respect to , (iii) by vote of a majority of the outstanding voting securities (as defined in the 1000 Xxx) of the Fund, without penalty, or (iv) in accordance with the terms of any exemptive order obtained by the 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 upon ninety (90) may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' prior written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically and immediately terminate in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enterenter subject to the execution of an acceptable confidentiality agreement by the transition manager. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) The term of this Agreement shall begin on the date of this Agreement and shall continue for a period of one year from the date of this amended agreement for the Funds. This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each subject to termination as hereinafter provided, if such continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" outstanding voting securities (as defined in the 0000 Xxx) of such Funds or by vote of the FundTrust's outstanding Board of Trustees, cast in person at a meeting called for the purpose of voting securitieson such approval, provided that in either event the continuance is also approved and (b) by vote of a majority of the Trustees of the Trust who are neither (A) not parties to this Agreement nor (B) or "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . The Sub-Adviser shall furnish to the Adviser 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 is terminable with respect to the Fund, without penalty, may be terminated at any time on sixty (60) days' at least 60 day’s prior written notice to the Sub-Adviser: , without the payment of any penalty, (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders Board of Trustees, (ii) by the Adviser, (iii) by vote of a "majority" majority of the outstanding voting securities (as defined in the 0000 Xxx) of the shares Funds, or (iv) in accordance with the terms of any exemptive order obtained by the Trust or the Funds under Section 6(c) of the Fund 1940 Act, exempting the Trust or (iithe Funds from Section 15(a) by and Rule 18f-2 under the Adviser1940 Act. This Agreement is terminable with respect to the Fund, without penalty, by the The Sub-Adviser upon ninety (90) may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' prior written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically and immediately terminate in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from following its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser sub­adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers sub­advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this AgreementAgreement for the period that the Sub-Adviser provided services to the Trust.

Duration and Termination. (a) This The term of this Agreement shall be effective immediately as of begin on the date set forth above and year the Sub-Adviser commences investment operations for the Fund and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and (2) years. This Agreement shall continue in effect from year to year thereafter, provided each subject to termination as hereinafter provided, if such continuance is specifically approved at least annually by (i) the vote of by a majority of the Trustees or (ii) a vote of a "majority" outstanding voting securities (as defined in the 0000 1000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved Fund or by a majority vote of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) Trust’s Board of any party to this AgreementTrustees, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approvalapproval (if such meeting is required to be in person under then current positions and interpretations of the 1940 Act by the SEC), and (ii) by vote of a majority of the Trustees of the Trust who are not parties to this Sub-Advisory Agreement or “interested persons” (as defined in the 1000 Xxx) of any party to this Sub-Advisory Agreement, cast in person at a meeting called for the purpose of voting on such approval (if such meeting is required to be in person under then current positions and interpretations of the 1940 Act by the SEC). The Sub-Adviser shall furnish to the Adviser and the Trust, promptly upon their request, such information as may reasonably be necessary to evaluate the performance of the terms of this Agreement or any extension, renewal or amendment thereof. (b) This Agreement is terminable with respect to the Fund, without penalty, may be terminated at any time on sixty (60) at least 60 days' ’ prior written notice to the Sub-Adviser: , without the payment of any penalty, (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders Board of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or Trustees, (ii) by the Adviser. This Agreement is terminable with respect to , or (iii) by vote of a majority of the outstanding voting securities (as defined by the 1000 Xxx) of the Fund, or (iv) in accordance with the terms of any exemptive order obtained by the Trust or the Fund under Section 6(c) of the 1940 Act, exempting the Trust or the Funds from Section 15(a) and Rule 18f-2 under the 1940 Act. The Adviser or the Fund may terminate this Agreement at any time, without payment of any penalty, upon a material breach by the Sub-Adviser upon ninety (90) of any of the Sub-Adviser’s obligations or representations under this Agreement if such breach is not corrected within five business days after notice thereof by the Adviser or the Fund. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on at least 90 days' ’ prior written notice to the Adviser and the Trust. In addition, Termination of this Agreement and/or the services of the Sub-Adviser will terminate not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; (iii) the Fund’s obligation to pay advisory fees to Adviser. If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the Fund except as may be reasonably required pursuant to the notice of termination and in the event furtherance of its role as a fiduciary in order to facilitate an orderly transition of the termination management of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically and immediately terminate in the event of its "assignment" assignment (as defined in the 1940 Act). (c1000 Xxx) and upon any termination of the Management Agreement. In the event that there is a proposed reorganization or change in control of a termination of the Sub-Adviser that, in Trust counsel’s judgment, would act to terminate this Agreement for any reason with respect to the FundAgreement, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser agrees to assume all reasonable costs and expenses (including the costs of printing and mailing) associated with the Adviser in transitioning the management preparation of the Portfolio to one a proxy statement or more new sub-advisers or information statement, as may be needed, related to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, continuation or replacement of this Agreement with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of on the date set forth above first indicated above. Unless terminated as provided herein, the Agreement shall remain in full force and shall continue in effect for an initial period of two (2) years from its effective the date first indicated above, and continue on an annual basis thereafter with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each that such continuance is specifically approved at least annually by each year by: (ia) the vote of a majority of the Trustees entire Board or (ii) a by the vote of a "majority" majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event ; and (b) the continuance is also approved by vote of a majority of the those Trustees who are neither (A) not parties to this Agreement nor (B) "or interested persons" persons (as such term is defined in the 0000 Xxx) of any such party to this Agreement, by vote Agreement cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This . Any approval of this Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" majority of the outstanding shares (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect shall be effective to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, continue this Agreement will terminate with respect to the Fund in notwithstanding that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing, this Agreement may be terminated: (A) by the Manager at any time without penalty, upon sixty (60) days’ written notice to the Subadvisor and the Trust; (B) at any time without payment of any penalty by the Trust, upon the vote of a majority of the Trust’s Board or a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to the Manager and the Subadvisor; or (C) by the Subadvisor at any time without penalty, (i) upon sixty (60) days’ written notice to the Manager and the Trust or such shorter period as agreed between the parties, or (ii) upon thirty (30) days’ written notice to the Manager and the Trust upon notice by the Manger or Trust to the Subadvisor of a material change to the investment objectives, policies and or strategies of the Fund. In the event of the termination for any reason, all records of the Advisory Fund for which the Agreement with respect is terminated shall as soon as reasonably practicable be returned to the FundManager or the Trust, 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. This The Agreement will be terminated shall automatically terminate in the event of its "assignment" assignment (as defined such term is described in the 1940 Act). (c) or in the event the Management Agreement between the Manager and the Trust is assigned or terminates for any other reason. In the event of a termination of this Agreement for any reason with respect to is terminated or is not approved in the Fundmanner described above, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser Sections numbered 2(f), 8, 9, 10, 12, 14, 15 and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination 20 of this Agreement shall not affect the rights or obligations of the Adviserremain in effect, the Adviser Indemnitees and the Sub-Adviser under Section 6 as well as any applicable provision of this AgreementSection 18.

Duration and Termination. (a) This The term of this Agreement shall be effective immediately as of begin on the date set forth above of this Agreement and shall continue in effect for a period of two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and years. This Agreement shall continue in effect from year to year thereafter, provided each subject to termination as hereinafter provided, if such continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" outstanding voting securities (as defined in the 0000 Xxx) of such Fund or by vote of the Fund's outstanding Trust’s Board of Trustees, cast in person at a meeting called for the purpose of voting securitieson such approval, provided that in either event the continuance is also approved and (b) by vote of a majority of the Trustees of the Trust who are neither (A) not parties to this Agreement nor (B) "or “interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . The Sub-Adviser shall furnish to the Adviser 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 is terminable with respect to the Fund, without penalty, may be terminated at any time on sixty (60) days' at least 60 day’s prior written notice to the Sub-Adviser: , without the payment of any penalty, (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders Board of Trustees, (ii) by the Adviser, (iii) by vote of a "majority" majority of the outstanding voting securities (as defined in the 0000 Xxx) of a Fund, or (iv) in accordance with the shares terms of any exemptive order obtained by the Trust or a Fund under Section 6(c) of the 1940 Act, exempting the Trust or a Fund or (iifrom Section 15(a) by and Rule 18f-2 under the Adviser1940 Act. This Agreement is terminable with respect to the Fund, without penalty, by the The Sub-Adviser upon ninety (90) may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' ’ prior written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically and immediately terminate in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, including without limitation, subject to the Sub-Adviser receiving a confidentiality agreement or other documents it requests, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, entermay reasonably request. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information required to be provided under this Agreement applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundthereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the such Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the any particular Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the such Fund or (ii) by the Adviser. This Agreement is terminable with respect to the a Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the such Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio with respect to such Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement with respect to a Fund shall not affect this Agreement with respect to the remaining Funds, and the provision of services by the Sub-Adviser with respect to such remaining Funds shall continue to be governed by this Agreement. Upon the termination of this Agreement with respect to a Fund, Schedule A shall be amended to reflect only those Funds that still remain. If no Funds remain, this Agreement shall terminate. (e) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of go into effect on March __________, 1993 (the date set forth above Effective Date) and shall continue in effect for two 2 years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and Effective Date. This Agreement shall continue in force from year to year thereafter, provided each but only so long as such continuance is specifically approved (1) by the Administrator, (2) by vote, cast in person at least annually a meeting called for the purpose, of a majority of the Fund's Directors who are not parties to this Agreement or interested persons (as defined in the Act) of any such party, and (3) by vote of a majority of the Fund's Board of Directors or a majority of the fund's outstanding voting securities. (ib) The Fund acknowledges that in order for the Administrator to perform the services set forth herein, the Administrator has made and will make significant investments of time and money for equipment, computer hardware and software, training of personnel and initialization of the Fund's records, data and information. In the event the Fund is liquidated, merged or acquired by another fund, or if it terminates its contract with the Administrator within the initial term of this Agreement for any reason other than a material breach of this Agreement, the Fund agrees to pay the Administrator within thirty (30) days of such termination the equivalent of 20% of the minimum fees remaining for the unexpired term of the Agreement. (c) Subject to the terms of the preceding paragraph, this Agreement may be terminated by the Administrator at any time without penalty upon giving the Fund one hundred twenty (120) days' written notice (which notice may be waived in writing by the Fund) and may be terminated by the Fund at any time upon giving the Administrator one hundred twenty (120) days' written notice (which notice may be waived in writing by the Administrator) provided that such termination by the Fund shad be directed or approved by the vote of a majority of an of its Directors in office at the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approvaltime. (bd) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will shall automatically terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall shad not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementparties which have accrued prior thereto.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided hereinabove, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the each Fund, unless sooner terminated as ; provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" (as defined in the 0000 Xxx) majority of the Fund's outstanding voting securitiesshares of each Fund, and provided that in either event the continuance is also approved by the vote of a majority of the Trustees Board who are neither (A) not parties to this Agreement nor (B) "or “interested persons" ” (as such term is defined in the 0000 1000 Xxx) of any party to this Agreementthe Trust, by vote the Investment Adviser, or the Fund Manager, cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval.. This Agreement may be terminated with respect to any Funds: (ba) This Agreement is terminable by the Trust at any time 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, without penaltyby vote of a majority of the outstanding voting shares of such Funds, on upon sixty (60) days' ’ prior written notice to the Sub-Fund Manager and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundManager at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Fund Manager and the Trust. This Agreement will terminate automatically in 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. In the event this Agreement is terminated or is not approved in the manner described above, (i) Fund Manager agrees to provide all reports, certifications, information and assistance called for pursuant to paragraphs 2 (b), 2 (h), 2 (i), 2 (k), 2 (n), 2 (p) , 2 (q) within 30 days of termination of the Agreement; and (ii) the Sections or Paragraphs numbered 2(g) for a termination period of six years, and 2(m), 2(t), 9, 10, 13, 14, 16, 17, 18 and 19 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately take effect ------------------------ as of the date set forth above indicated on the attached Schedule with respect to each Fund. This Agreement and shall continue remain in effect for two years from its effective date such date, and continue thereafter on an annual basis with respect to the a Fund, unless sooner terminated as ; provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Board of Trustees of the Trust, or (iib) a by the vote of a majority of the outstanding voting shares of that Fund, and provided that continuance is also approved by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or "majorityinterested persons" (as such term is defined in the 0000 Xxx) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this AgreementPortfolio Manager, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable with respect to the Fund, may not be materially amended without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the a majority vote of the holders of a "majority" outstanding shares (as defined in the 0000 Xxx) of the shares of the Fund or Fund. This Agreement may be terminated: (iia) by the Adviser. This Agreement is terminable Trust at any time with respect to the Fundservices provided by the Portfolio Manager, without the payment of any penalty, by vote of (1) a majority of the Sub-Trustees of the Trust; (2) a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons" (as such term is defined in the 0000 Xxx) of the Trust, the Adviser upon ninety or the Portfolio Manager (90except with respect to the PIMCO Core Equity Fund and the PIMCO Mid Cap Equity Fund); or (3) 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, on 60 days' written notice to the Adviser and Portfolio Manager; (b) by the Portfolio Manager at any time, without the payment of any penalty, upon 60 days' written notice to the Trust. (c) by the Adviser at any time, without the payment of any penalty, upon 60 days' written notice to the Portfolio Manager. In additionHowever, any approval of this Agreement will terminate with respect to by the Fund in the event holders of a majority of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" outstanding shares (as defined in the 1940 Act). (c0000 Xxx) In the event of a termination of particular Fund shall be effective to continue this Agreement for with respect to such Fund notwithstanding (a) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any reason other Fund or (b) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement will terminate automatically with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of services provided by the Portfolio to one or more new sub-advisers or to Manager in event of its assignment, as that term is defined in the Adviser1940 Act, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for by the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certificationsManager. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two (2) years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the 0000 1000 Xxx) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the 0000 1000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 1000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Subadviser and Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the 0000 1000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Subadviser and Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement or Sub-Advisory Agreement, or the termination or removal of the Core Plus Strategy from the Sub-Advisory Agreement, with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser Subadviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser and Sub-Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Subadviser shall deliver, or shall cooperate with the Sub-Adviser shall deliver to deliver, to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's Subadviser’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees Indemnitees, the Sub-Adviser and the Sub-Adviser Subadviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundthereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the TrustFund, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the TrustFund. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio Fund and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of ------------------------ the date set forth above of execution first written above, and shall continue in effect for two years from its effective such date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Portfolios; provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Board of Trustees of the Fund, or (iib) a by the vote of a majority of the outstanding voting shares of each Portfolio, and 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 "majorityinterested persons" (as such term is defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this AgreementPortfolio Manager, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable with respect to the Fund, may not be materially amended without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the a majority vote of the holders of a "majority" outstanding shares (as defined in the 0000 Xxx) of the Portfolios. This Agreement may be terminated: (a) by the Fund at any time with respect to the services provided by the Portfolio Manager, without the payment of any penalty, forfeiture, compulsory buyout amount, or performance of any other obligation which could deter termination, by vote of a majority of the entire Board of Trustees of the Fund or by a vote of a majority of the outstanding voting shares of the Fund or 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; (iib) by the Adviser. This Agreement is terminable with respect to the FundPortfolio Manager at any time, without the payment of any penalty, by the Sub-Adviser forfeiture, compulsory buyout amount or performance of any other obligation which could deter termination, upon ninety (90) 60 days' written notice to the Adviser and the TrustFund. (c) by the 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. In additionHowever, any approval of this Agreement will terminate with respect to by the Fund holders of a majority of the outstanding shares (as defined in the event 0000 Xxx) of the termination of the Advisory a particular Portfolio shall be 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 by the vote of a majority of the outstanding shares of the 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 Portfolios shall promptly be returned to the Adviser or the Fund, free from any claim or retention of rights in such record by the Portfolio Manager, although the Portfolio Manager may, at its own expense, make and retain a copy of such records. This Agreement will be terminated terminate automatically in the event of its "assignment" assignment (as that term is defined in the 1940 Act). (c) , 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 of a termination 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 for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the 0000 Xxx) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 0000 Xxx) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable may be terminated in its entirety or with respect to any Fund: (a) by the Trust upon a vote of a majority of the Board or upon a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any time without payment of any penalty, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in 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 under the 1940 Act. In the event this Agreement is terminated or is not approved in the manner described above (i) Subadviser agrees to provide final reports, certification and assistance called for pursuant to paragraphs 2(c), 2(h), 2(i), 2(j), 2(k), 2(n), 2(p), and 2(q) within a reasonable period of time, as agreed by the Parties, following termination; and (ii) paragraph 2(h) for a termination period of six years, and Sections 10, 14, 15, 17, 18, 19, 20 and 21 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 16 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.