Common use of Duration and Termination Clause in Contracts

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafterAgreement, subject to renewal unless sooner terminated as provided herein, shall continue in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) effect with respect to each Portfolio for a period of up to one year from the Fund, upon the affirmative vote effective date hereof (except with respect to any Portfolio added to Schedule A of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailafter the date hereof, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate for an initial period of two years from the date of its execution unless its renewal that such Portfolio is added) and thereafter provided such continuance is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those members of the Trustees, including a majority vote Board of such Trustees Directors of the Fund who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of each Portfolio of the Fund; provided however, that if the holders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules thereunder. This Agreement may be terminated by any Portfolio of the Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund or (ii) the by vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted Portfolio on 60 days’ written notice to the shareholders of Adviser. This Agreement may be terminated by the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided hereinAdviser at any time, without the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty, upon 90 days’ written notice to the Fund. In This agreement will automatically and immediately terminate in the event of termination its assignment, provided that an assignment to a corporate successor to all or substantially all of the Adviser’s business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control of the Adviser’s business shall not be deemed to be an assignment for the purposes of this Agreement. Any notice under this Agreement for shall be given in writing, addressed and delivered or mailed postpaid, to the other party at any reasonoffice of such party and shall be deemed given when received by the addressee. As used in this Section 9, the Sub-Adviser shall, immediately upon notice terms “assignment,” “interested persons,” and “a vote of termination or on such later date as may be specified in such notice, cease all activity on behalf a majority of the Fund outstanding voting securities” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties Section 2(a)(42) of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser1940 Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause Unless sooner terminated as provided herein, this Agreement to terminate either shall continue from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of its a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 0000 Xxx) of any such party, and (ii) with respect to by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. (b) Notwithstanding the foregoing, upon this Agreement may be terminated at any time, without the affirmative payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund; or (b) The Adviser . Subadviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailtime, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 0000 Xxx) or upon the termination of the Advisory Agreement. (c) In the event of termination of this Agreement for any reasonthe Agreement, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf those paragraphs of the Fund and Agreement which govern conduct of the parties’ future interactions with respect to any of its assets, except as expressly directed by Subadviser having provided investment management services to the Adviser or as otherwise required by any fiduciary duties Fund(s) for the duration of the Sub-Adviser under applicable law. In additionAgreement, the Sub-Adviser including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall deliver the Fund's Books and Records to the Adviser by survive such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor termination of the Sub-Adviser, including the AdviserAgreement.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective with respect to each Fund listed on Schedule A hereof as of the date executed and shall remain in full force and effect continually thereafterhereof and, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to each Fund not in existence on that date, on the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate date an amendment to Schedule A to this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailrelating to that Fund is executed. Unless sooner terminated as provided herein, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate continue in effect for two years from the date of its execution unless its renewal hereof. Thereafter, if not terminated, this Agreement shall continue automatically in effect as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually thereafter by (i) the Trust's Board or (ii) the vote of a "majority of the outstanding voting securities" of a Fund, and provided that in either event the continuance is also approved by a majority vote of the Trustees, including a majority vote of such Trustees Trust's Board who are not "interested persons persons" of the Trustany party to this Agreement, the Adviser or the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; or . (b) Notwithstanding the foregoing, this Agreement 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 end of a term, (ii) upon mutual consent of the parties, or (iii) upon no less than 60 days' written notice, by either the Trust through a vote of a majority of the outstanding voting securities members of the Fund; provided, however, that if Board who are not "interested persons" of the continuance Trust and have no direct or indirect financial interest in the operation of this Agreement is submitted to the shareholders or by vote of a "majority of the Fund for their approval and such shareholders fail to approve such continuance outstanding voting securities" of a Fund, or by the Distributor. The terms of this Agreement as provided hereinshall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Sub-Adviser may continue to serve hereunder as to Distributor and the Fund in a manner consistent with Trust. If required under the 1940 Act and Act, any such amendment must be approved by the rules and regulations thereunder; and (e) Termination Trust's Board, including a majority of this Agreement pursuant the Trust's Board who are not "interested persons" of any party to this Section shall be without payment Agreement, by vote cast in person at a meeting for the purpose of any penaltyvoting on such amendment. In the event of termination of this Agreement for any reasonthat such amendment affects the Adviser, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may written instrument shall also be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed signed by the Adviser, . This Agreement will automatically terminate in the transition event of portfolio asset management to any successor of the Sub-Adviser, including the Adviserits assignment.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser and the Trust; or (c) The Sub-Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause Unless sooner terminated as provided herein, this Agreement to terminate either shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act and the rules thereunder or any applicable exemption therefrom; provided that such continuance is specifically approved at least annually (i) by a vote of its Board a majority of the Trustees who are not parties to this Agreement or interested persons (as defined in the 0000 Xxx) of any such party, and (ii) with respect to by the Trustees or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of each Fund. (b) Notwithstanding the foregoing, upon this Agreement may be terminated at any time, without the affirmative payment of any penalty, by the Trustees or by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) Fund upon 60 days' nor less than thirty (30) days' ’ written notice delivered or mailed to Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by registered mail, postage prepaid, the Manager: (i) upon 60 days’ written notice to the Sub-Adviser; or (cii) The upon material breach by Sub-Adviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the Manager, Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Sub-Adviser or other circumstances that could adversely affect the Funds. Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailat any time, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty, (1) upon 90 days’ written notice to the Manager; or (2) upon material breach by the Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act, as modified by any exemptive rules or orders of the Securities and Exchange Commission (the “SEC”), or as interpreted by applicable no-action positions of the staff of the SEC) or upon the termination of the Advisory Agreement. (c) In the event of termination of this the Agreement, those Sections of the Agreement for any reason, which govern conduct of the parties’ future interactions with respect to Sub-Adviser shall, immediately upon notice having provided investment management services to the Allocated Assets of termination or on such later date as may be specified in such notice, cease all activity on behalf a Fund for the duration of the Fund Agreement, Sections 1(c), 5, 8(a), 8(b), 8(c), 13, 17, 19, 20 and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties 22 shall survive such termination of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the AdviserAgreement.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its their assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserSubadviser and the Trust; or (c) The Sub-Adviser may Subadviser at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallSubadviser, immediately promptly upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Subadviser under applicable law. In addition, the Sub-Adviser Subadviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the Adviser. Notwithstanding the foregoing, the Subadviser shall retain Fund’s Books and Records required to be retained under applicable law.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserSubadviser and the Trust; or (c) The Sub-Adviser may Subadviser at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallSubadviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Subadviser under applicable law. In addition, the Sub-Adviser Subadviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafterAgreement, subject to renewal unless sooner terminated as provided herein, shall continue in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) effect with respect to each Portfolio for a period of up to one year from the Fund, upon the affirmative vote effective date hereof (except with respect to any Portfolio added to Schedule A of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailafter the date hereof, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate for an initial period of two years from the date of its execution unless its renewal that such Portfolio is added) and thereafter provided such continuance is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those members of the Trustees, including a majority vote Board of such Trustees Directors of the Fund who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of each Portfolio of the Fund; provided however, that if the holders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules thereunder. This Agreement may be terminated by any Portfolio of the Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Fund or (ii) the by vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted Portfolio on 60 days' written notice to the shareholders of Adviser. This Agreement may be terminated by the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided hereinAdviser at any time, without the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty, upon 90 days' written notice to the Fund. In This agreement will automatically and immediately terminate in the event of termination its assignment, provided that an assignment to a corporate successor to all or substantially all of the Adviser's business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control of the Adviser's business shall not be deemed to be an assignment for the purposes of this Agreement. Any notice under this Agreement for shall be given in writing, addressed and delivered or mailed postpaid, to the other party at any reasonoffice of such party and shall be deemed given when received by the addressee. As used in this Section 9, the Sub-Adviser shall, immediately upon notice terms "assignment," "interested persons," and "a vote of termination or on such later date as may be specified in such notice, cease all activity on behalf a majority of the Fund outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties Section 2(a)(42) of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser1940 Act.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its their assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective on the date first indicated above, subject to the condition that the Fund’s Board, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the date executed and Manager or the Sub-Adviser shall have approved this Agreement. Unless terminated as provided herein, this Agreement shall remain in full force and effect continually thereafterthrough April 29, subject 2013, 150 days from its effective date (the “Termination Date”). Notwithstanding the foregoing, this Agreement may be terminated with respect to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: any Series covered by this Agreement: (a) The Trust may cause by the parties’ entry into a new Sub-Advisory Agreement that replaces this Agreement to terminate either Agreement, following approval of the shareholders of the Series covered by this Agreement, (ib) by vote of its Board or the Manager at any time, upon ten (ii10) with respect calendar days’ written notice to the Sub-Adviser and the Fund, upon (c) at any time without payment of any penalty by the affirmative vote of Fund, by the Fund’s Board or a majority of the outstanding voting securities of the Fund; or Series, upon ten (b10) The Adviser may at any time terminate this Agreement by not more than sixty (60) calendar days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or Manager and the Sub-Adviser, at or (d) by the Sub-Adviser upon three (3) months’ written notice unless the Fund or the Manager requests additional time to find a meeting called replacement for the purpose of voting on such approval; Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to exceed three (ii3) additional months beyond the vote of a majority initial three-month notice period, provided however, in no event shall the effective date of the outstanding voting securities of the Fund; provided, however, that if the continuance termination of this Agreement is submitted to exceed the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided hereinTermination Date; also provided, that the Sub-Adviser may continue to serve hereunder as terminate this Agreement at any time without penalty, effective upon written notice to the Fund Manager and the Fund, in a manner consistent the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the 1940 Act and Fund or with respect to the rules and regulations thereunder; and (e) Termination Series, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Fund as required by the terms of this Agreement pursuant to this Section shall be without payment of any penaltyAgreement. In the event of termination of this Agreement for any reason, all records of the Sub-Adviser shallSeries for which the Agreement is terminated shall promptly be returned to the Manager or the Fund, immediately upon notice free from any claim or retention of termination or on such later date as may be specified rights in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed record by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including although the AdviserSub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the Agreement was in effect, Section 6.

Duration and Termination. This Agreement shall become effective as of the date executed first above written and shall remain in full force and effect continually thereafterfor a period of two years from such date, subject to renewal as and thereafter for successive periods of one year (provided such continuance is approved at least annually in conformity with the requirements of Section 12(c15 of the 0000 Xxx) and unless the Agreement is terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust or the Adviser may cause at any time terminate this Agreement Agreement, without payment of any penalty, by not more than 60 days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to terminate the Subadviser. Action of the Trust under this subsection may be taken either by (i) by vote of its Board Trustees, or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser Subadviser may at any time terminate this Agreement by not more less than sixty one hundred twenty (60120) days' nor less than thirty (30) days' prior written notice by facsimile or delivered or mailed by via registered mail, postage prepaidprepaid or a nationally recognized overnight delivery service, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaidreceipt requested, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) . Termination of this Agreement pursuant to this Section shall be without payment of any penalty. Fees payable to Subadviser for services rendered under this Agreement will be prorated to the date of termination of the Agreement. In the event of termination of this Agreement for any reason, the Sub-Adviser Subadviser shall, immediately upon receiving notice of termination or on a receipt acknowledging delivery of a notice of termination to Adviser, or such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assetsthe Assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties Adviser, and except for the settlement of securities transactions already entered into for the account of the Sub-Adviser under applicable lawFund with respect to the Assets. In addition, the Sub-Adviser Subadviser shall deliver copies of the Fund's Fund Assets' Books and Records to the Adviser upon request by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset Fund investment management to any successor of to the Sub-AdviserSubadviser, including the Adviser; provided however that the Subadviser shall be permitted to retain at its own expense a separate copy of such records for its own protection and may not disclose such information to other parties unless required to comply with any law, rule, regulation or order of a court or government authority.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the FundFunds, upon the affirmative vote of a majority of the outstanding voting securities of the FundFunds; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the FundFunds; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the a Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust Fund may cause this Agreement to terminate either (i) by vote of its the Fund’s Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than with at least sixty (60) days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser and the Fund; or (c) The Sub-Adviser may at any time may terminate this Agreement by not more than with at least sixty (60) days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Fund, subject to the provisions/requirements listed in the final paragraph of this Section 12; or (d) This Agreement automatically shall automatically terminate two years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser or the Sub-AdviserFund, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In the event of termination for any reason, the Sub-Adviser hereby agrees to continue to cooperate and work with the Adviser as reasonably requested by Adviser to assist in a smooth transition and/or liquidation including, but not limited to, assistance related to valuation of Fund securities and any Fund liquidation plans/efforts and, if necessary, providing services beyond the 60 day notice period; provided that, notwithstanding anything to the contrary, the Sub-Adviser shall continue to receive compensation as described in Schedule A hereto while it continues to provide any such services with respect to the Fund. In addition, the Sub-Adviser shall deliver the Fund's ’s Books and Records to the Adviser and the Fund by such means and in accordance with such schedule as the Adviser and the Fund, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Fund, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, then the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective with respect to each Fund listed on Schedule A hereof as of the date executed and shall remain in full force and effect continually thereafterhereof and, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to each Fund not in existence on that date, on the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate date an amendment to Schedule A to this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailrelating to that Fund is executed. Unless sooner terminated as provided herein, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate continue in effect for two years from the date of its execution unless its renewal hereof. Thereafter, if not terminated, this Agreement shall continue automatically in effect as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually thereafter by (i) the Company's Board or (ii) the vote of a "majority of the outstanding voting securities" of a Fund, and provided that in either event the continuance is also approved by a majority vote of the Trustees, including a majority vote of such Trustees Company's Board who are not "interested persons persons" of the Trustany party to this Agreement, the Adviser or the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; or . (b) Notwithstanding the foregoing, this Agreement 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 end of a term, (ii) upon mutual consent of the parties, or (iii) upon no less than 60 days' written notice, by either the Company through a vote of a majority of the outstanding voting securities members of the Fund; provided, however, that if Board who are not "interested persons" of the continuance Company and have no direct or indirect financial interest in the operation of this Agreement is submitted to the shareholders or by vote of a "majority of the Fund for their approval and such shareholders fail to approve such continuance outstanding voting securities" of a Fund, or by the Distributor. The terms of this Agreement as provided hereinshall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Sub-Adviser may continue to serve hereunder as to Distributor and the Fund in a manner consistent with Company. If required under the 1940 Act and Act, any such amendment must be approved by the rules and regulations thereunder; and (e) Termination Company's Board, including a majority of this Agreement pursuant the Company's Board who are not "interested persons" of any party to this Section shall be without payment Agreement, by vote cast in person at a meeting for the purpose of any penaltyvoting on such amendment. In the event of termination of this Agreement for any reasonthat such amendment affects the Adviser, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may written instrument shall also be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed signed by the Adviser, . This Agreement will automatically terminate in the transition event of portfolio asset management to any successor of the Sub-Adviser, including the Adviserits assignment.

Duration and Termination. This Agreement The following shall become effective as apply with respect to the duration and termination of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as followsthis Agreement: (a) The Trust may cause This Agreement shall begin as of the date this Agreement is first executed (provided that the Agreement is initially approved by the Trust's Board of Trustees and Fund shareholder(s) as required by Section 15 of the 1940 Act) and shall continue in effect for one year. Thereafter, xxxx Xxxeement shall remain in effect, for successive periods of one year, subject to terminate either the provisions for termination and all of the other terms and conditions hereof if: (i) such continuation shall be specifically approved at least annually by vote (A) either the Trust's Board of its Board Trustees or a majority of the Fund's outstanding voting securities, and in either case (B) a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party other than as Trustees of the Trust (the "Independent Trustees"), cast in person at a meeting called for that purpose; and (ii) with respect the Adviser shall not have notified the Trust in writing at least sixty (60) days prior to the Fundanniversary date of this Agreement in any year thereafter that it does not desire such continuation. Prior to voting on the renewal of this Agreement, upon the Trust's Board of Trustees may request and evaluate, and the Adviser shall furnish, such information as may reasonably be necessary to enable the Trust's Board of Trustees to evaluate the terms of this Agreement. (b) Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time, without payment of any penalty, by affirmative vote of a majority of the Trust's Board of Trustees, or by vote of a majority of the outstanding voting securities of the Fund; or (b, as defined in Section 2(a)(42) The Adviser may at any time terminate this Agreement of the 1940 Act, or by not more than the Adviser, in each case, upon sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or other party and shall terminate automatically in the event of its "assignment" (c) The Sub-as that term is defined in the 1940 Act). No assignment shall be deemed to result from any changes in the directors, officers or employees of the Adviser except as may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, be provided to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund contrary in a manner consistent with the 1940 Act and or the rules and or regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 12 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Fund may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date on December 31st of any year, beginning on December 31, 2004, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (A) (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; Board or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; andand (B) a majority vote of the Trustees who are not "interested persons" (as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the staff of the Commission) of the Fund, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval. (e) For the purposes of this Agreement, "Affirmative vote of a majority of the outstanding voting securities of the Fund" shall have the meaning set forth in the 1940 Act, subject, however, to such interpretations of the staff of the Commission. Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, cooperate in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser, for a period up to thirty-days (30) from such termination.

Duration and Termination. (a) This Agreement shall become is effective as of the date executed Effective Date, and shall remain continue in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two Fund until 2 years from the date of its execution unless its renewal Effective Date; provided that this Agreement shall continue in full force and effect with respect to the Fund from year to year thereafter so long as such continuance is specifically approved at least annually thereafter by (i) by the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; or , and (ii) by either the vote of (A) the Board or (B) a majority of the outstanding voting securities of the FundFund (within the meaning of the 1940 Act); provided, howeverprovided further, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as in the manner and to the Fund extent permitted by the 1940 Act and the rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and. (eb) Termination of this This Agreement pursuant to this Section shall may be terminated at any time, without the payment of any penalty, (i) by vote of a majority of the Board or by a vote of a majority of the outstanding voting securities of the Fund; (ii) by the Investment Manager on 60 days written notice to the Sub-Adviser (or immediately in the event of a material breach by the Sub-Adviser), or (iii) by the Sub-Adviser on not less than 90 days written notice to the Investment Manager and the Trust. Notwithstanding the above, the Sub-Adviser may not terminate the Agreement during the 24-month period immediately following the Effective Date. This Agreement shall automatically terminate in the event of its assignment or change of control of the Sub-Adviser or the assignment of the Management Agreement. This Agreement shall also terminate in the event that the Management Agreement by and between the Trust on behalf of the Fund and the Investment Manager referred to in Section 1 is terminated. In the event of termination of this Agreement for any reason, all records of the Fund that are maintained by the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with the 1940 Act and Section 12 of this Agreement shall promptly be returned to the Investment Manager or the Trust, free from any claim or retention of rights in such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed records by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including although the AdviserSub-Adviser may, at its expense, make and retain a copy of such records. This Agreement may be terminated with respect to one or more series of the Trust listed on Annex A without affecting the continuity, validity or enforceability of this Agreement with respect to any other series of the Trust listed on Annex A. Promptly following the termination of this Agreement with respect to any series of the Trust listed on Annex A, Annex A shall be amended to remove references to such series of the Trust. (c) Unless otherwise provided in this Agreement or otherwise agreed by the Investment Manager in writing, all notices and other communications hereunder shall be in writing. Notices and other writings delivered or mailed postage prepaid to the Investment Manager and the Trust at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxxx, Esq., or to the Sub-Adviser at [insert address and contact person(s)], or to such other address as the Investment Manager or the Sub-Adviser may hereafter specify by written notice to the most recent address specified by the other party, shall be deemed to have been properly delivered or given hereunder to the respective addressee. (d) As used in this Section 15, the terms “assignment,” “interested persons” and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under that Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's ’s Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 12 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement as to any or all Funds by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, any Fund may cause this Agreement to terminate as to that Fund either (i) by vote of the Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (cii) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (diii) This Agreement shall automatically terminate two years from the date as to each Fund on December 31st of any year, beginning on December 31, 2005, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (A) (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; Board or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; andand (B) a majority vote of the Trustees who are not "interested persons" (as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the staff of the Commission) of the Fund, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval. (eb) For the purposes of this Agreement, "Affirmative vote of a majority of the outstanding voting securities of the Fund" shall have the meaning set forth in the 1940 Act, subject, however, to such interpretations of the staff of the Commission. Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement as to a Fund for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the FundTrust's Books and Records as to that Fund to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, cooperate in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser, for a period up to thirty-days (30) from such termination.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement Agreement, unless sooner terminated as provided herein, shall become effective as for each Fund listed on Schedule A attached hereto remain in effect from the date of execution or, if later, the date the initial capital to a series of the date executed and shall remain in full force and effect continually thereafterTrust is first provided (the "Effective Date."), subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date Effective Date, and thereafter, for periods of its execution unless its renewal one year so long as such continuance thereafter is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; , and (b) by the Trustees of the Trust or (ii) the by vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the any Fund for their approval and such shareholders fail to approve such continuance of this the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as in the manner and to the Fund extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination . This Agreement may be terminated as to any Fund at any time, without the payment of this Agreement pursuant any penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on not less than 30 days nor more than 60 days written notice to this Section shall be the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days’ written notice to the Trust. In This Agreement will automatically and immediately terminate in the event of termination its assignment. This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto. As used in this Agreement for any reasonSection 13, the Sub-Adviser shallterms "assignment", immediately upon notice "interested persons", and a "vote of termination or on 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 later date exemptions as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed granted by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books U.S. Securities and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the AdviserExchange Commission.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (c) of this section and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, or express delivery, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, or express delivery, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser. Notwithstanding the foregoing, the Sub-Adviser may keep copies of any Fund Books and Records for the Sub-Adviser's records that are required to be maintained by law.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (d) of this section and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) : The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) or The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (d) of this section and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(c) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust Company may cause this Agreement to terminate either (i) by vote of its the Company’s Board or (ii) with respect to the FundCompany, upon the affirmative vote of a majority of the outstanding voting securities of the FundCompany; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserCompany; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the TrusteesDirectors, including a majority vote of such Trustees said Directors who are not interested persons of the Trust, the Adviser Company or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the FundCompany; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund Company for their said shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Company in a manner consistent with the 1940 Act and the rules and regulations thereunder; andor (ed) This Agreement shall automatically and immediately terminate in the event upon the termination of the Fund Advisory Agreement. Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the Fund Company and with respect to any of its the Company’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Company Books and Records to the Adviser Company by such means and in accordance with such schedule as the Adviser Company shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserCompany, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed first above written and shall remain in full force and effect continually thereafterfor a period of two years from such date, subject to renewal as and thereafter for successive periods of one year (provided such continuance is approved at least annually in Section 12(cconformity with the requirements of the 0000 Xxx) and unless the Agreement is terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust or the Adviser may cause at any time terminate this Agreement Agreement, without payment of any penalty, by not more than 60 days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to terminate the Subadviser. Action of the Trust under this subsection may be taken either by (i) by vote of its Board Trustees, or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser Subadviser may at any time terminate this Agreement (i) for any reason whatsoever, by not more less than sixty one hundred twenty (60120) days' nor less than thirty (30) days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Sub-Adviser; or , or (cii) The Sub-Adviser may at any time terminate this Agreement for cause, by not more than sixty (60) days' nor less than thirty (30) days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) . Termination of this Agreement pursuant to this Section shall be without payment of any penalty. Fees payable to Subadviser for services rendered under this Agreement will be prorated to the date of termination of the Agreement. In the event of termination of this Agreement for any reason, the Sub-Adviser Subadviser shall, immediately upon receiving a notice of termination or on a receipt acknowledging delivery of a notice of termination to Adviser, or such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assetsthe Assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties Adviser, and except for the settlement of securities transactions already entered into for the account of the Sub-Adviser under applicable lawFund with respect to the Assets. In addition, the Sub-Adviser Subadviser shall deliver copies of the Fund's Fund Assets' Books and Records to the Adviser upon request by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset Fund investment management to any successor of to the Sub-AdviserSubadviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Fund may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date on December 31st of any year, beginning on December 31, 2004, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (A) (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; Board or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and and (eB) Termination a majority vote of this Agreement pursuant the Trustees who are not "interested persons" (as set forth in the 1940 Act, subject, however, to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date exemptions as may be specified in such notice, cease all activity on behalf granted by the Commission under the 0000 Xxx) of the Fund and with respect to any of its assetsFund, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including at a meeting called for the Adviserpurpose of voting on such approval. (e) For the purposes of this Agreement, "Affirmative vote of a majority of the outstanding voting securities of the Fund" shall have the meaning set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the staff of the Commission.

Duration and Termination. This Agreement shall become effective as upon its execution; provided, that with respect to any Portfolio now existing or hereafter created, this agreement shall not take effect unless it first has been approved (i) by a vote of the date executed majority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Portfolio's outstanding voting securities. This Agreement shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or continuously thereafter until terminated without the payment of any penalty as follows: (a) The Trust may cause this Agreement to terminate either (i) by By vote of a majority of its Board Directors, or (ii) with respect to the Fund, upon by the affirmative vote of a majority of the outstanding voting securities Shares of such Portfolio, the Fund; or (b) The Adviser Fund may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than sixty (60) days' nor less than thirty (30) 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser at its principal offices; or (cb) The Sub-Adviser may at With respect to any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailPortfolio, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by if (i) the Directors or the shareholders of that Portfolio by the affirmative vote of a majority vote of the Trusteesoutstanding shares of such Portfolio, including and (ii) a majority vote of such Trustees the Directors who are not interested persons of the Trust, Fund or of the Adviser or the Sub-Adviserof any subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval; , do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or (ii) upon the vote expiration of a majority one year from the effective date of the outstanding voting securities of the Fundlast such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund a Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunderthereunder with respect to that Portfolio; andor (ec) Termination of The Adviser may at any time terminate this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any or all Portfolios by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid to the Fund. d) This Agreement automatically and immediately will terminate in the event of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviserassignment.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination and termination of this Agreement pursuant to this Section 13 shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c13(d) and unless terminated automatically as set forth in Section 11 12 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; or (e) At any time upon mutual agreement of the parties hereto; and (ef) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall shall, upon request, deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(c) hereof, and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust Company may cause this Agreement to terminate either (i) by vote of its the Company’s Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the FundCompany; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserCompany; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by (i) a majority vote of the TrusteesBoard’s Directors, including a majority vote of such Trustees said Directors who are not interested persons of the Trust, the Adviser Company or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the FundCompany; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund Company for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Company in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) This Agreement shall automatically and immediately terminate in the event upon the termination of the Fund’s Advisory Agreement. Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Company and with respect to any of its the Company’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Company Books and Records to the Adviser Company by such means and in accordance with such schedule as the Adviser Company shall direct direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserCompany, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Funds may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Funds; or (cb) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (dc) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the TrustFunds, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its Fund assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the each Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) or This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser, or if the Adviser is no longer serving as an adviser to the Fund, the Board, or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Fund may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (cb) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (dc) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the TrustFund, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its Fund assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective on the date first indicated above, subject to the condition that the Trust's Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the date executed Manager or the Sub-Adviser, and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, this Agreement shall remain in full force and effect continually thereafterthrough SEPTEMBER 26, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: 2005, 150 days from its effective date (a) The Trust may cause the "Termination Date"). Notwithstanding the foregoing, this Agreement may be terminated with respect to terminate either any Series covered by this Agreement: (i) by vote the parties' entry into a new Sub-Advisory Agreement that replaces this Agreement, following approval of its Board or the shareholders of each of the Series covered by this Agreement, (ii) with respect by the Manager at any time, upon ten (10) calendar days' written notice to the FundSub-Adviser and the Trust, upon (iii) at any time without payment of any penalty by the affirmative vote Trust, by the Trust's Board of Trustees or a majority of the outstanding voting securities of the Fund; or each Series, upon ten (b10) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) calendar days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or Manager and the Sub-Adviser, at or (iv) by the Sub-Adviser upon three (3) months' written notice unless the Trust or the Manager requests additional time to find a meeting called replacement for the purpose of voting on such approval; Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Trust or (ii) the vote of a majority of the outstanding voting securities of the Fund; Manager provided, however, that if in no event shall the continuance effective date of the termination of this Agreement is submitted to exceed the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided hereinTermination Date; provided, further, that the Sub-Adviser may continue to serve hereunder as terminate this Agreement at any time without penalty, effective upon written notice to the Fund Manager and the Trust, in a manner consistent the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the 1940 Act and Trust, or in the rules and regulations thereunder; and (e) Termination event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Trust as required by the terms of this Agreement pursuant to this Section shall be without payment of any penaltyAgreement. In the event of termination of this Agreement for any reason, all records of each Series for which the Sub-Adviser shallAgreement is terminated shall promptly be returned to the Manager or the Trust, immediately upon notice free from any claim or retention of termination or on such later date as may be specified rights in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed record by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including although the AdviserSub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the Agreement was in effect, Section 6.

Duration and Termination. This Agreement shall become effective as upon its execution; provided, that with respect to any Portfolio now existing or hereafter created, this agreement shall not take effect unless it first has been approved (i) by a vote of the date executed majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Portfolio's outstanding voting securities. This Agreement shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or continuously thereafter until terminated without the payment of any penalty as follows: (a) The Trust may cause this Agreement to terminate either (i) by By vote of a majority of its Board trustees, or (ii) with respect to the Fund, upon by the affirmative vote of a majority of the outstanding voting securities Shares of such Portfolio, the Fund; or (b) The Adviser Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than sixty (60) days' nor less than thirty (30) 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserManager at its principal offices; or (cb) The Sub-Adviser may at With respect to any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailPortfolio, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by if (i) the trustees or the shareholders of that Portfolio by the affirmative vote of a majority vote of the Trusteesoutstanding shares of such Portfolio, including and (ii) a majority vote of such Trustees the trustees who are not interested persons of the TrustTrust or of the Manager or of any subadviser, the Adviser or the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; , do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or (ii) upon the vote expiration of a majority one year from the effective date of the outstanding voting securities of the Fundlast such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund a Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser Manager may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunderthereunder with respect to that Portfolio; andor (ec) Termination of The Manager may at any time terminate this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any or all Portfolios by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid to the Trust. (d) This Agreement automatically and immediately will terminate in the event of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviserassignment.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two years from the date of its execution Original Effective Date unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund (with all outstanding trades permitted to settle.) and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver copies of the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the FundPortfolio's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement Agreement, unless sooner terminated as provided herein, shall become effective as for each Fund listed on Schedule A attached hereto remain in effect from the date of execution or, if later, the date the initial capital to a series of the date executed Trust is first provided (the "Effective Date"), until two years from the Effective Date, and shall remain in full force and effect continually thereafter, subject to renewal for periods of one year so long as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either such continuance thereafter is specifically approved at least annually: (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities those Trustees of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; or , and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the any Fund for their approval and such shareholders fail to approve such continuance of this the Agreement as provided herein, the Sub-Adviser Advisor may continue to serve hereunder as in the manner and to the Fund extent permitted by the 1940 Act and the rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this . This Agreement pursuant may be terminated as to this Section shall be any Fund at any time, without the payment of any penalty, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on not less than 30 days nor more than 60 days written notice to the Advisor, or by the Advisor at any time without the payment of any penalty, on 90 days written notice to the Trust. In This Agreement will automatically and immediately terminate in the event of termination its assignment (as that term is interpreted under the 1940 Act). This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto. As used in this Agreement for any reasonSection 12, the Sub-Adviser shallterms "assignment," "interested persons," and a "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, immediately upon notice of termination or on subject to such later date exemptions as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed granted by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the AdviserCommission.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved by such second anniversary and at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as upon the date that the Trust’s registration statement is declared effective by the Securities and Exchange Commission and shall remain in effect for an initial period of two years; provided, that with respect to each Fund, this Agreement shall not take effect unless it first has been approved by (i) a vote of the date executed majority of those Trustees who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) each Fund’s initial shareholder. (b) If the initial shareholder of a Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, the Advisor will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with the Advisor or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to the Advisor for its services to and payments on behalf of the Fund will be equal to the lesser of the actual costs incurred by the Advisor in furnishing such services and payments or the amount the Advisor would have received under this Agreement for furnishing such services and payments. (c) This Agreement shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or continuously thereafter until terminated without the payment of any penalty as follows: (a) The Trust may cause this Agreement to terminate either (i) by By vote of a majority of its Board Trustees, or (ii) with respect to the Fund, upon by the affirmative vote of a majority of the outstanding voting securities shares of a Fund, the Fund; or (b) The Adviser Trust may at any time terminate this Agreement with respect to a Fund by providing not more than sixty (60) 60 days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdvisor at its principal offices; or (cii) The Sub-Adviser may at any time terminate this Agreement With respect to each Fund, if (A) the Trustees or the shareholders of such Fund by not more than sixty the affirmative vote of a majority of the outstanding shares of the Fund, and (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (iB) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the TrustTrust or of the Advisor, the Adviser or the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; , do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or (ii) upon the vote expiration of a majority one year from the effective date of the outstanding voting securities of the Fundlast such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the a Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser Advisor may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunderthereunder with respect to the Fund; andor (d) The Advisor may at any time terminate this Agreement by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid to the Trust. (e) Termination of this This Agreement pursuant to this Section shall be without payment of any penalty. In automatically and immediately will terminate in the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviserassignment.

Duration and Termination. (a) This Agreement shall become effective on the date first indicated above, subject to the condition that the Fund’s Board, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the date executed and Manager or the Sub-Adviser shall have approved this Agreement. Unless terminated as provided herein, this Agreement shall remain in full force and effect continually thereafterthrough November 8, subject 2010, 150 days from its effective date (the “Termination Date”). Notwithstanding the foregoing, this Agreement may be terminated with respect to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: any Series covered by this Agreement: (a) The Trust may cause by the parties’ entry into a new Sub-Advisory Agreement that replaces this Agreement to terminate either Agreement, following approval of the shareholders of each of the Series covered by this Agreement, (ib) by vote of its Board or the Manager at any time, upon ten (ii10) with respect calendar days’ written notice to the Sub-Adviser and the Fund, upon (c) at any time without payment of any penalty by the affirmative vote of Fund, by the Fund’s Board or a majority of the outstanding voting securities of the Fund; or each Series, upon ten (b10) The Adviser may at any time terminate this Agreement by not more than sixty (60) calendar days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or Manager and the Sub-Adviser, at or (d) by the Sub-Adviser upon three (3) months’ written notice unless the Fund or the Manager requests additional time to find a meeting called replacement for the purpose of voting on such approval; Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to exceed three (ii3) additional months beyond the vote of a majority initial three-month notice period, provided however, in no event shall the effective date of the outstanding voting securities of the Fund; provided, however, that if the continuance termination of this Agreement is submitted to exceed the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided hereinTermination Date; also provided, that the Sub-Adviser may continue to serve hereunder as terminate this Agreement at any time without penalty, effective upon written notice to the Fund Manager and the Fund, in a manner consistent the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the 1940 Act and Fund or with respect to the rules and regulations thereunder; and (e) Termination Series, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Fund as required by the terms of this Agreement pursuant to this Section shall be without payment of any penaltyAgreement. In the event of termination of this Agreement for any reason, all records of each Series for which the Sub-Adviser shallAgreement is terminated shall promptly be returned to the Manager or the Fund, immediately upon notice free from any claim or retention of termination or on such later date as may be specified rights in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed record by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including although the AdviserSub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 12, 13, 14 and 15 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 16 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 12 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 12 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement as to any or all Funds by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, any Fund may cause this Agreement to terminate as to that Fund either (i) by vote of the Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (cii) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (diii) This Agreement shall automatically terminate two years from the date as to each Fund on December 31st of any year, beginning on December 31, 2006, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (A) (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; Board or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; andand (B) a majority vote of the Trustees who are not "interested persons" (as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the staff of the Commission) of the Fund, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval. (eb) For the purposes of this Agreement, "Affirmative vote of a majority of the outstanding voting securities of the Fund" shall have the meaning set forth in the 1940 Act, subject, however, to such interpretations of the staff of the Commission. Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement as to a Fund for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the FundTrust's Books and Records as to that Fund to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, cooperate in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser, for a period up to thirty-days (30) from such termination.

Duration and Termination. (a) This Agreement shall become effective as of the date executed listed on Schedule A and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (d) of this section and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to terminate either the AZL OCC Opportunity Fund only, for a period of more than two years from the date written above, and with respect to both the AZL OCC Renaissance Fund and the AZL OCC Value Fund, for a period of more than one year from December 15, 2005, in each case only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of its a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, anx (ii) with respect to by the FundBoard or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds. (b) Notwithstanding the foregoing, upon this Agreement may be terminated at any time, without the affirmative payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) one or more of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) Funds on 60 days' written notice delivered or mailed to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by registered mail, postage prepaid, to the Sub-Adviser; or Manager (ci) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) upon 60 days' written notice delivered or mailed to Subadviser; (ii) upon material breach by registered mailSubadviser of any representations and warranties set forth in this Agreement, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote if such breach has not been cured within 20 days after written notice of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approvalbreach; or (iiiii) immediately if, in the vote reasonable judgment of a majority Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the outstanding voting securities of the Fund; provided, however, that if the continuance of Funds. Subadviser may terminate this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided hereinat any time, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately (1) upon 60 days' written notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.Manager; or

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund, in either case by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Trust; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two years from the date of its the Agreement’s execution unless its the renewal of the Agreement is specifically approved prior to the end of the initial two year period and at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund, in either case by not more than sixty (60) days' nor less than (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed continue until December 31, 2005, and thereafter shall remain in full force and effect continually thereaftercontinue automatically for successive annual periods, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal such continuance is specifically approved at least annually thereafter by (i) the Board of Trustees or (ii) a vote of a “majority” (as defined in the 0000 Xxx) of the Fund’s outstanding voting securities (as defined in the 1940 Act), provided that in either event the continuance is also approved by a majority vote of the Trustees, including a majority vote of such Trustees who are not parties to this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of the Trustany party to this Agreement, the Adviser or the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; or . Notwithstanding the foregoing, this Agreement may be terminated: (iia) at any time without penalty by the Fund upon the vote of a majority of the outstanding voting securities Trustees or by vote of the majority of the Fund; provided’s outstanding voting securities, however, that if the continuance of this Agreement is submitted upon no more than sixty (60) and no fewer than twenty-five (25) days’ written notice to the shareholders of Sub-Adviser; (b) by the Fund for their approval Adviser at any time without penalty, upon no more than sixty (60) and such shareholders fail no fewer than twenty-five (25) days’ written notice to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as or (c) by the Sub-Adviser at any time without penalty, upon no more than sixty (60) and no fewer than thirty (30) days’ written notice to the Fund Trust. This Agreement will also terminate automatically in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of its assignment (as defined in the 1940 Act). The Agreement will terminate automatically if the Investment Management Agreement terminates with respect to the Fund. The Adviser agrees to immediately notify the Sub-Adviser of the giving of or receipt of a notice with respect to the termination of the Investment Management Agreement with respect to the Fund, or, in the case of an automatic termination of that Agreement, the Adviser agrees to immediately notify the Sub-Adviser of that termination. Further, the Adviser may terminate this Agreement upon the instruction or request by the Sierra Club at any time, notwithstanding the notice period stated above, based on past, present or future conduct of the Sub-Adviser in respect of environmental issues that the Sierra Club determines (i) constitutes a Termination Default (as defined below), (ii) violates Sierra Club environmental principles or standards, or (iii) results in an affiliation, relationship or dealings with an entity engaged in conduct, acts or omissions that are environmentally offensive in the judgment of the Sierra Club. Any termination of this Agreement for any reason, will be without prejudice to the completion of transactions already initiated by the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any at the time of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable lawsuch termination. In addition, the The Sub-Adviser shall deliver the Fund's Books take all steps reasonably necessary after such termination to complete any such transactions and Records is hereby authorized to the Adviser by take such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Advisersteps.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Fund may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date on December 31st of any year, beginning on December 31, 2005, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (A) (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; Board or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and and (eB) Termination a majority vote of this Agreement pursuant the Trustees who are not "interested persons" (as set forth in the 1940 Act, subject, however, to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date exemptions as may be specified in such notice, cease all activity on behalf granted by the Commission under the 1940 Act) of the Fund and with respect to any of its assetsFund, except as expressly directed by the Adviser thx Xxxxxxr or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including at a meeting called for the Adviserpurpose of voting on such approval. (e) For the purposes of this Agreement, "Affirmative vote of a majority of the outstanding voting securities of the Fund" shall have the meaning set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the staff of the Commission.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Fund may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date on December 31st of any year, beginning on December 31, 2004, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (A) (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; Board or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and and (eB) Termination a majority vote of this Agreement pursuant the Trustees who are not "interested persons" (as set forth in the 1940 Act, subject, however, to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date exemptions as may be specified in such notice, cease all activity on behalf granted by the Commission under the 1940 Act) of the Fund and with respect to any of its assetsFund, except as expressly directed by the Adviser txx Xxxxxer or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including at a meeting called for the Adviserpurpose of voting on such approval. (e) For the purposes of this Agreement, "Affirmative vote of a majority of the outstanding voting securities of the Fund" shall have the meaning set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the staff of the Commission.

Duration and Termination. This Agreement shall become effective on the date first indicated above, subject to the condition that the Fund’s Board, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the date executed and Manager or the Sub-Adviser shall have approved this Agreement. Unless terminated as provided herein, this Agreement shall remain in full force and effect continually thereafterthrough July 23, subject 2012, 150 days from its effective date (the “Termination Date”). Notwithstanding the foregoing, this Agreement may be terminated with respect to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: any Series covered by this Agreement: (a) The Trust may cause by the parties’ entry into a new Sub-Advisory Agreement that replaces this Agreement to terminate either Agreement, following approval of the shareholders of each of the Series covered by this Agreement, (ib) by vote of its Board or the Manager at any time, upon ten (ii10) with respect calendar days’ written notice to the Sub-Adviser and the Fund, upon (c) at any time without payment of any penalty by the affirmative vote of Fund, by the Fund’s Board or a majority of the outstanding voting securities of the Fund; or each Series, upon ten (b10) The Adviser may at any time terminate this Agreement by not more than sixty (60) calendar days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or Manager and the Sub-Adviser, at or (d) by the Sub-Adviser upon three (3) months’ written notice unless the Fund or the Manager requests additional time to find a meeting called replacement for the purpose of voting on such approval; Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to exceed three (ii3) additional months beyond the vote of a majority initial three-month notice period, provided however, in no event shall the effective date of the outstanding voting securities of the Fund; provided, however, that if the continuance termination of this Agreement is submitted to exceed the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided hereinTermination Date; also provided, that the Sub-Adviser may continue to serve hereunder as terminate this Agreement at any time without penalty, effective upon written notice to the Fund Manager and the Fund, in a manner consistent the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the 1940 Act and Fund or with respect to the rules and regulations thereunder; and (e) Termination Series, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Fund as required by the terms of this Agreement pursuant to this Section shall be without payment of any penaltyAgreement. In the event of termination of this Agreement for any reason, all records of each Series for which the Sub-Adviser shallAgreement is terminated shall promptly be returned to the Manager or the Fund, immediately upon notice free from any claim or retention of termination or on such later date as may be specified rights in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed record by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including although the AdviserSub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 12, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.such

Duration and Termination. This Agreement shall become effective as upon the commencement of the inception date executed of the Fund, and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (c) of this section and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) . Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser. The Sub-Adviser may retain copies of such records.

Duration and Termination. (a) This Agreement shall become effective as on the effective date of the Registration Statement containing the initial registration of shares of the Fund and shall, unless terminated as hereinafter provided, continue in effect until the first meeting of the Fund's shareholders and if approved at that meeting, shall continue in effect until the December 31 next preceding the second anniversary of the effective date executed of this Agreement, and shall remain in full force and effect continually from year to year thereafter, subject to renewal but only so long as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: such continuance is specifically approved at least annually (a) The Trust may cause this Agreement to terminate either (i1) by a vote of its Board or (ii) with respect to the Fund's Board of Trustees, upon the affirmative including a vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not parties to this Agreement or "interested persons persons" (as defined in the Act) of the Trustany such party, the Adviser or the Sub-Adviser, with votes cast in person at a meeting called for the purpose of voting on such approval; , or (ii2) the by a vote of the holders of a majority "majority" (as so defined) of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders Fund and by such a vote of the Fund for their approval and such Trustees. If the Fund's shareholders fail to approve such continuance of this Agreement as provided hereinAgreement, the Sub-Adviser may continue to serve hereunder as and act in that capacity pending further action by the Business Trust's Board of Trustees or the Fund's shareholders, provided that the compensation received by the Adviser during such period is equal to no more than its actual costs incurred in furnishing such services to the Fund in a manner consistent with or the 1940 Act and the rules and regulations thereunder; andamount it would have received under this Agreement, whichever is less. (eb) Termination This Agreement may be terminated by the Adviser at any time without penalty upon giving the Fund sixty days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty days' written notice (which notice may be waived by the Adviser), provided that such termination by the Fund shall be directed or approved by a vote of a majority of its Trustees in office at the time or by a vote of the holders of a majority (as defined in the Act) of the voting securities of the Fund outstanding and entitled to vote. This Agreement shall automatically terminate in the event of its assignment (as defined in the Act). However, the Adviser agrees that it will not exercise its termination rights for at least two years from the effective date of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement except for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviserregulatory reasons.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two years from the date of its the Agreement’s execution unless its the renewal of the Agreement is specifically approved prior to the end of the initial two year period and at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct reasonably direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 12 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement as to either Fund by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, either Fund may cause this Agreement to terminate with respect to such Fund either (i) by vote of the Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (cii) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (diii) This Agreement shall automatically terminate two years from the date on December 31st of any year, beginning on December 31, 2005, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (A) (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; Board or (ii) the affirmative vote of a majority of the outstanding voting securities of the a Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the a Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; andand (B) a majority vote of the Trustees who are not "interested persons" (as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the staff of the Commission) of the Fund, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval. (eb) For the purposes of this Agreement, "Affirmative vote of a majority of the outstanding voting securities of the Fund" shall have the meaning set forth in the 1940 Act, subject, however, to such interpretations of the staff of the Commission. Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, cooperate in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser, for a period up to thirty-days (30) from such termination.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective continue in effect as between BNY Mellon and the Fund for a term of three years commencing as of the date executed hereof, and at the end of such three-year period shall remain automatically continue as between the Fund and BNY Mellon for successive one-year terms, provided, that the Fund’s Board of Trustees (“Board”) shall review this Agreement from time to time in full force reference to the terms and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as conditions specifically set forth below in clause (i)(A)-(C) of this Section 11 hereof or until 15. Notwithstanding the above, this Agreement may be terminated as followsbetween the Fund and BNY Mellon: (ai) The Trust during the first three years, without the payment of any penalty for such termination: (A) by the Fund, on ninety (90) days prior written notice to BNY Mellon, as may cause be required by and consistent with the Board’s fiduciary obligations under the 1940 Act in connection with any annual review; however, in connection with such review of this Agreement by the Board, the Board acknowledges the fees to terminate either be received by BNY Mellon are fair and reasonable for a three-year term; or (iB) by vote the Fund, on sixty (60) days prior written notice to BNY Mellon, if BNY Mellon is in material breach of this Agreement and BNY Mellon has not remedied such breach within such sixty (60) day period; or (C) by the Fund, on sixty (60) days prior written notice to BNY Mellon, if BNY Mellon: (1) enters into a transaction that would result in a change of control of greater than 50% of the beneficial ownership of the shares of beneficial interest of BNY Mellon, other than any such change of control where the Board determines the successor entity has similar financial standing and ability to provide services hereunder as BNY Mellon; or (2) files a petition for bankruptcy, or another comparable filing by BNY Mellon has occurred; or (3) has a materially impaired financial condition; or (4) has a significant regulatory problem or is the subject of a significant regulatory investigation; and in the case of subsections (1) through (4) above, the Board determines in the exercise of its Board or fiduciary obligations under the 1940 Act that such event materially impairs BNY Mellon’s ability to perform its duties under this Agreement; or (iiD) with respect by BNY Mellon, on one hundred fifty (150) days prior written notice to the Fund, upon if the affirmative vote of a majority Fund is in material breach of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunderAgreement; and (eii) Termination of this Agreement pursuant to this Section shall be at any time after the first three years, without the payment of any penalty, on ninety (90) days prior written notice by the Fund to BNY Mellon or on one hundred fifty (150) days prior written notice by BNY Mellon to the Fund. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of between the Fund and with respect to any of its assets, except as expressly directed BNY Mellon by the Adviser Fund pursuant to subsections (i)(A) or (ii) of this Section 15, or by BNY Mellon after a material breach of this Agreement by the Fund, all expenses (which shall not be deemed a penalty) associated with the movement (or duplication) of records and materials, deconversion or conversion to a successor administrator or other service provider incurred by BNY Mellon, will be borne by the Fund. During the first three years commencing as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In additiondate hereof, BlackRock Advisors, LLC will not recommend termination of this Agreement as between the Sub-Adviser shall deliver Fund and BNY Mellon, provided such action or inaction by BlackRock Advisors, LLC is not contrary to its fiduciary obligations to the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two years from the date of its execution the Agreement’s execution, unless its the renewal of the Agreement is specifically approved prior to the end of the two year period, and at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-then Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement Contract shall become effective as of the date executed firs above written and shall terminate 120 days from such date of execution, unless this Contract is approved by shareholders of the Fund. Upon such shareholder approval, this contract shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and thereafter unless terminated automatically as set forth in Section 11 8 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board Corporation or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than Contract, without payment of any penalty, on sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; orSubadviser. Action of the Corporation under this Subsection may be taken either (i) by vote of its Directors or (ii) by the affirmative vote of a majority of the outstanding voting securities of the Fund. (cb) The Sub-Adviser Subadviser may at any time terminate this Agreement Contract by not more less than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (dc) This Agreement Contract shall automatically terminate two years from the date on May 1, of any year beginning in 2000, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (i) a majority vote of the TrusteesDirectors of the Corporation voting in person, including a majority vote of such Trustees the Directors who are not interested persons of the TrustCorporation, the Adviser or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such approval; approval or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement Contract is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement contract as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and. (ed) Termination of this Agreement Contract pursuant to this Section shall be without payment of any penalty. . (e) In the event of termination of this Agreement Contract for any reason, the Sub-Adviser Subadviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable lawAdviser. In addition, the Sub-Adviser Subadviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset assets management to any successor successors of the Sub-AdviserSubadviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination pursuant to this section or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser and the Trust; or (c) The Sub-Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by for certain administrative activities associated with transitioning or terminating the Adviser services or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal specified on Exhibit A. Unless sooner terminated as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause herein, this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate continue in effect for two years from the date of its execution unless its hereof (the “Initial Term”). Thereafter, if not terminated, this Agreement shall continue automatically in effect as to each Fund for successive one-year periods (each such year-to-year renewal term a “Renewal Term”), provided such continuance is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees Client’s Board who are not parties to this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approvalapproval and (ii) by the Client’s Board or by the vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of a Fund, in accordance with Section 15 of the 1940 Act. B. Notwithstanding the foregoing, this Agreement 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 end of the Initial Term or any Renewal Term or (ii) upon mutual consent of the parties. Further, this Agreement may be terminated with respect to a Fund (x) upon no less than 60 days’ written notice by the Client with respect to that Fund, (y) upon 180 days’ prior written notice by the Distributor to that Fund, or (z) upon 60 days’ prior written notice to the Fund by the Distributor in the event that the Client on behalf of any Fund or the Funds’ investment adviser, as applicable, fails to pay all compensation due and payable to the Distributor under this Agreement or any agreement entered into by and between such Fund’s investment adviser and the Distributor with respect to payment of such compensation, provided that in the event that any amounts charged to the Fund under this Agreement are disputed in good faith, for purposes of this provision such disputed amounts shall not be deemed compensation that is due and payable to the Distributor under this Agreement while they are being disputed. C. Notwithstanding the foregoing, a Fund may terminate this Agreement at any time: (i) if the Distributor breaches any section of this Agreement, if such breach was caused by or was a result of willful misfeasance, willful default, willful misconduct, bad faith, fraud or gross negligence on the Distributor’s part or the part of its agents or employees, in the performance of, or from reckless disregard by the Distributor or its agents or employees of, the duties and obligations specifically set forth in this Agreement; or (ii) upon the vote occurrence of a majority Distributor Bankruptcy Event. D. Notwithstanding the foregoing, the Distributor may terminate this Agreement at any time: (i) if any Fund breaches of the outstanding voting securities of the Fund; provided, however, that if the continuance any section of this Agreement is submitted to Agreement, if such breach was caused by or was a result of willful misfeasance, willful default, willful misconduct, bad faith, fraud or gross negligence on a Fund’s part or the shareholders part of its agents or employees, in the performance of, or from reckless disregard by a Fund for their approval or its agents or employees of, the duties and such shareholders fail to approve such continuance obligations specifically set forth in this Agreement; or (ii) upon the occurrence of a Fund Bankruptcy Event. For purposes of this Agreement as provided hereinAgreement, the Sub-Adviser may continue to serve hereunder as to the a Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section Bankruptcy Event shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and mean with respect to any a Fund each of the following clauses (y) and (z): (y) if an involuntary proceeding has been commenced or an involuntary petition has been filed seeking (a) liquidation, reorganization or other relief in respect of such Fund or its debts, or of a substantial part of its assets, except as expressly directed by under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (b) the Adviser appointment of a receiver, trustee, custodian, sequestrator, conservator or as otherwise required by similar official for such Fund or for a substantial part of its assets, and, in any fiduciary duties such case, such proceeding or petition shall continue undismissed and unstayed for a period of 60 or more days or an order or decree approving or ordering any of the Sub-Adviser foregoing shall be entered, or (z) if such Fund (a) voluntarily commences any proceeding or files any petition seeking liquidation, reorganization or other relief under applicable law. In additionany Federal, the Sub-Adviser shall deliver the Fund's Books and Records state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (b) consents to the Adviser by institution of, or fails to contest in a timely and appropriate manner, any proceeding or petition described in clause (y), (c) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such means and Fund or for a substantial part of its assets, (d) files an answer admitting the material allegations of a petition filed against it in accordance with any such schedule as proceeding, (e) makes a general assignment for the Adviser shall direct and shall otherwise cooperate, as reasonably directed by benefit of creditors or (f) takes any action for the Adviser, purpose of effecting any of the foregoing. E. This Agreement will automatically terminate in the transition event of portfolio asset management to any successor of its assignment (as defined in the Sub-Adviser, including the Adviser1940 Act).

Duration and Termination. (a) This Agreement shall become effective as of the date executed first above written and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c9(b) and unless terminated automatically as set forth in Section 11 8 hereof or until terminated as follows: (ai) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser Manager may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; orSubadviser; (cii) The Sub-Adviser Fund may cause this Agreement to terminate either (x) by vote of its Trustees or (y) by the affirmative vote of a majority of the outstanding voting securities of the Fund; and (iii) The Subadviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; orManager. (db) This Agreement shall automatically terminate two years from the date on December 31 of any year, beginning on December 31, 2002, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such the Trustees who are not interested persons of the TrustFund, the Adviser Manager or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such approval; approval or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) . Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser Subadviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable lawManager. In addition, the Sub-Adviser Subadviser shall deliver the Fund's Books and Records to the Adviser Manager by such means and in accordance with such schedule as the Adviser Manager shall direct and shall otherwise cooperate, as reasonably directed by the AdviserManager, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the AdviserManager.

Duration and Termination. This Agreement shall become effective continue in effect for a term of three years commencing as of the date executed hereof, and at the end of such three-year period shall remain automatically continue for successive one year terms, provided, that the Fund's Board of Trustees ("Board") shall review this Agreement from time to time and at least annually in full force reference to the terms and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as conditions specifically set forth below in clauses (a)(i) to (a)(iii) of this Section 11 hereof or until terminated as follows15. Notwithstanding the above, this Agreement may be terminated: (a) The Trust may cause this Agreement to terminate either during the first three years, without the payment of any penalty for such termination: (i) by vote of its Board or (ii) with respect to the Fund, upon on ninety (90) days prior written notice, as may be required by and consistent with the affirmative vote Board's fiduciary obligations under the 1940 Act in connection with any annual review; however, in connection with such review of this Agreement by the Board, the Board acknowledges the fees to be received by PFPC hereunder are fair and reasonable for a majority of the outstanding voting securities of the Fundthree-year term; or (bii) The Adviser may at any time terminate this Agreement by not more than the Fund, on sixty (60) days' nor less than thirty days prior written notice, if PFPC is in material breach of this Agreement and PFPC has not remedied such breach within such sixty (3060) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviserday period; or (ciii) The Sub-Adviser may at any time terminate this Agreement by not more than the Fund, on sixty (60) days' nor less days prior written notice, if PFPC: (1) enters into a transaction that would result in a change of control of greater than thirty (30) days' written notice delivered or mailed by registered mail50% of the beneficial ownership of the shares of beneficial interest of PFPC, postage prepaid, other than any such change of control where the Board determines the successor entity has similar financial standing and ability to the Adviserprovide services hereunder as PFPC; or (d2) This Agreement shall automatically terminate two years from files a petition for bankruptcy, or another comparable filing by PFPC has occurred; or (3) has a materially impaired financial condition; or (4) has a significant regulatory problem or is the date subject of a significant regulatory investigation; and in the case of subsections (1) through (4) above, the Board determines in the exercise of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with fiduciary obligations under the 1940 Act and that such event materially impairs PFPC's ability to perform its duties under this Agreement; or (iv) by PFPC, on one hundred fifty (150) days prior written notice, if the rules and regulations thereunderFund is in material breach of the Agreement; and (eb) Termination of this Agreement pursuant to this Section shall be at any time after the first three years, without the payment of any penalty, on ninety (90) days prior written notice by the Fund or on one hundred fifty (150) days prior written notice by PFPC. In the event of termination by the Fund pursuant to Sections 15(a)(i) or (b) or by PFPC after a material breach of this Agreement for any reasonby the Fund, all expenses (which shall not be deemed a penalty) associated with movement (or duplication) of records and materials, deconversion and conversion to a successor transfer agent or other service provider incurred by PFPC, will be borne by the Sub-Adviser shall, immediately upon notice of termination or on such later date Fund. During the first three years commencing as may be specified in such notice, cease all activity on behalf of the Fund and with respect date hereof, BlackRock Advisors, Inc. will not recommend termination of this Agreement provided such action or inaction by BlackRock Advisors, Inc. is not contrary to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver obligations to the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (c) of this section and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) . Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser and the Trust; or (c) The Sub-Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such noticesaid notice within the time period above, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver upon written request the Fund's Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Funds may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Funds; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the TrustFunds, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the FundFunds; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its Fund assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. The effectiveness and termination dates of this Agreement shall be determined separately for each Fund as described below. This Agreement shall become effective as with respect to a Fund upon the latest of (i) the effectiveness of the date executed Transaction; (ii) the approval of this Agreement by the affirmative vote of a majority of the outstanding voting securities of the Fund; and (iii) the commencement of operations of the Fund. This Agreement shall remain in full force and effect continually thereafterthereafter with respect to a Fund, subject to renewal as provided in Section 12(csubparagraph (c) of this section and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution effectiveness unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) . Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund applicable Fund(s) and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its their assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination pursuant to this section or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as to each Fund as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause opposite the Fund’s name on Schedule A hereto, provided that this Agreement to terminate either has been approved by (i) by the vote of its a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement nor “interested persons” of the Trust, the Sub-Adviser or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) . This Agreement shall automatically terminate remain in effect with respect to a Fund for a period of two (2) years from the date its effective date, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect with respect to a Fund thereafter for successive periods of its execution unless its renewal twelve (12) months so long as such continuation is specifically approved at least annually thereafter by (ia) the vote of a majority vote of those members of the Trustees, including a majority vote Trust’s Board of such Trustees who are not parties to this Agreement nor “interested persons persons” of the Trust, the Sub-Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; , and (b) either (i) the Trust’s Board of Trustees or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided. Notwithstanding the foregoing, however, that if the continuance of this Agreement is submitted to may be terminated at any time, without the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In , by the event Trust’s Board of termination Trustees, by the vote of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf a majority of the Fund and outstanding voting securities of the Trust or, with respect to any one or more of its assetsthe Funds, except as expressly directed by the vote of a majority of the outstanding voting securities of such Fund or Funds, upon sixty (60) days’ prior written notice to the other parties, or by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser, as to all Funds, (i) upon one (1) year’s prior written notice to the Trust and the other party, (ii) if either the Adviser under applicable law. In addition, or the Sub-Adviser shall deliver materially breach this Agreement and such breach shall remain uncured for a period of sixty (60) days, the Fund's Books and Records non-breaching party may terminate this Agreement upon expiration of the sixty-day period, or (iii) in the event that the Trust terminates this Agreement with respect to either the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of or the Sub-Adviser, including the Advisernon-terminated party may terminate this Agreement concurrent with the Fund’s termination. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities”, “interested persons” and “assignment” have the same meaning of such terms in the 1940 Act.)

Duration and Termination. This The term of this Sub-Advisory Agreement shall become effective as of begin on the date executed and of this Sub-Advisory Agreement and, unless sooner terminated as hereinafter provided, shall remain continue in full force and effect continually for a period of two (2) years. This Sub-Advisory Agreement shall continue in effect from year to year thereafter, subject to renewal termination as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: hereinafter provided, if such continuance is approved at least annually (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund; or (b) The Adviser may at any time terminate this Agreement each Fund or by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the TrusteesBoard, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; , and (b) by vote of a majority of the Directors of the Fund who are not parties to this Sub-Advisory Agreement or "interested persons" (as defined in the 1940 Act) of any party to this Sub-Advisory 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 Fund, promptly upon their request, such information as may reasonably be necessary to evaluate the terms of this Sub-Advisory Agreement or any extension, renewal or amendment thereof. This Sub-Advisory Agreement may be terminated at any time on at least 60 days’ prior written notice to the Sub-Adviser, without the payment of any penalty, (i) by vote of the Board, (ii) by the Adviser, (iii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund; provided, however, that if or (iv) in accordance with the continuance terms of this Agreement is submitted to any exemptive order obtained by the shareholders Trust or the Fund under Section 6(c) of the 1940 Act, exempting the Trust or the Fund for their approval from Section 15(a) and such shareholders fail to approve such continuance of this Agreement as provided herein, Rule 18f-2 under the 1940 Act. The Sub-Adviser may continue to serve hereunder as to terminate this Sub-Advisory Agreement at any time, without the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty, on at least 90 days' prior written notice to the Adviser and the Fund. In the event of termination Termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of Advisory Agreement and/or the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties services of the Sub-Adviser under applicable law. In addition, will not affect (i) the validity of any action previously taken by Sub-Adviser shall deliver under this Sub-Advisory Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Sub-Advisory Agreement; or (iii) the Fund's Books and Records ’s obligation to pay advisory fees to Adviser. If this Sub-Advisory Agreement is terminated by the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the or Sub-Adviser, including Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the AdviserFund except as may be reasonably required pursuant to the notice of termination and in furtherance of its role as a fiduciary in order to facilitate an orderly transition of the management of the Fund. This Sub-Advisory Agreement will automatically and immediately terminate in the event of its assignment (as defined in the 1940 Act).

Duration and Termination. (a) This Agreement shall become effective on the date first indicated above, subject to the condition that the Fund’s Board, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the date executed and Manager or the Sub-Adviser shall have approved this Agreement. Unless terminated as provided herein, this Agreement shall remain in full force and effect continually thereafterthrough July 23, subject 2012, 150 days from its effective date (the “Termination Date”). Notwithstanding the foregoing, this Agreement may be terminated with respect to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: any Series covered by this Agreement: (a) The Trust may cause by the parties’ entry into a new Sub-Advisory Agreement that replaces this Agreement to terminate either Agreement, following approval of the shareholders of each of the Series covered by this Agreement, (ib) by vote of its Board or the Manager at any time, upon ten (ii10) with respect calendar days’ written notice to the Sub-Adviser and the Fund, upon (c) at any time without payment of any penalty by the affirmative vote of Fund, by the Fund’s Board or a majority of the outstanding voting securities of the Fund; or each Series, upon ten (b10) The Adviser may at any time terminate this Agreement by not more than sixty (60) calendar days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or Manager and the Sub-Adviser, at or (d) by the Sub-Adviser upon three (3) months’ written notice unless the Fund or the Manager requests additional time to find a meeting called replacement for the purpose of voting on such approval; Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to exceed three (ii3) additional months beyond the vote of a majority initial three-month notice period, provided however, in no event shall the effective date of the outstanding voting securities of the Fund; provided, however, that if the continuance termination of this Agreement is submitted to exceed the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided hereinTermination Date; also provided, that the Sub-Adviser may continue to serve hereunder as terminate this Agreement at any time without penalty, effective upon written notice to the Fund Manager and the Fund, in a manner consistent the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the 1940 Act and Fund or with respect to the rules and regulations thereunder; and (e) Termination Series, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Fund as required by the terms of this Agreement pursuant to this Section shall be without payment of any penaltyAgreement. In the event of termination of this Agreement for any reason, all records of each Series for which the Sub-Adviser shallAgreement is terminated shall promptly be returned to the Manager or the Fund, immediately upon notice free from any claim or retention of termination or on such later date as may be specified rights in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed record by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including although the AdviserSub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 12, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserSubadviser and the Trust; or (c) The Sub-Adviser may Subadviser at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallSubadviser, immediately promptly upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Subadviser under applicable law. In addition, the Sub-Adviser Subadviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the Adviser. Notwithstanding the foregoing, the Subadviser shall retain Fund’s Books and Records required to be retained under applicable law.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust Company may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserCompany; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the TrusteesDirectors, including a majority vote of such Trustees Directors who are not interested persons of the Trust, the Adviser Company or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Company and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Company Books and Records to the Adviser Company by such means and in accordance with such schedule as the Adviser Company shall direct and shall otherwise cooperate, as reasonably directed by the AdviserCompany, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser. The Sub-Adviser may retain a copy of the Fund's Books and Records as required to meet record retention obligations imposed by law or regulation.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, or (ii) when delivered by a nationally, or internationally, as the case may be, recognized courier service, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, or (ii) when delivered by a nationally, or internationally, as the case may be, recognized courier service, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed first above written and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and thereafter unless terminated automatically as set forth in Section 11 7 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board Fund or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser Manager may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; orSubadviser. Action of the Fund under this Subsection may be taken either (i) by vote of its Trustees or (ii) by the affirmative vote of a majority of the outstanding voting securities of the Fund; (cb) The Sub-Adviser Subadviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserManager; or (dc) This Agreement shall automatically terminate two years from the date on May 31 of any year beginning on May 31, 1997, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (i) a majority vote of the TrusteesTrustees of the Fund voting in person, including a majority vote of such the Trustees who are not interested persons of the TrustFund, the Adviser Manager or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such approval; approval or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) . Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser Subadviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable lawManager. In addition, the Sub-Adviser Subadviser shall deliver the Fund's Books and Records to the Adviser Manager by such means and in accordance with such schedule as the Adviser Manager shall direct and shall otherwise cooperate, as reasonably directed by the AdviserManager, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the AdviserManager.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its execution Original Effective Date unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, then the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately promptly upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct reasonably direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Fund may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date on December 31st of any year, beginning on December 31, 2005, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (A) (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; Board or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and and (eB) Termination a majority vote of this Agreement pursuant the Trustees who are not "interested persons" (as set forth in the 1940 Act, subject, however, to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date exemptions as may be specified in such notice, cease all activity on behalf granted by the Commission under the 0000 Xxx) of the Fund and with respect to any of its assetsFund, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including at a meeting called for the Adviserpurpose of voting on such approval. (e) For the purposes of this Agreement, "Affirmative vote of a majority of the outstanding voting securities of the Fund" shall have the meaning set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the staff of the Commission.