Common use of Duration and Termination Clause in Contracts

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. (a) This Agreement shall become effective as of the date executed with respect to a particular Fund and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(a)(ii) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: i. Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement, unless sooner terminated without payment of any penalty. With respect to a Fund, termination may be authorized by action of the Board or by an “affirmative vote of a majority of the outstanding voting securities of the Fund” (as provided herein, defined in Section 15); or ii. This Agreement shall continue for automatically terminate two years after from the date of its initial approval as execution with respect to each Portfolio a particular Fund unless the terms of such contract and thereafter for periods of one year for so long as such continuance thereafter any renewal thereof is specifically approved at least annually thereafter by (ai) by the a majority vote of the Trustees, including a majority vote of those such Trustees of the Trust who are not parties to this the Agreement or “interested persons persons” (as defined in Section 15) of any such partythe Trust or the Adviser, cast in at an in-person at a meeting called for the purpose of voting on such approval, and or (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of any Portfolio each Fund for their approval and such shareholders fail to approve the such continuance of this Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and as to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed each Fund in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in . (b) In the event of its assignment. Any notice under termination of this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11for any reason, the terms "assignment"Adviser shall, "interested persons", and a "vote immediately upon notice of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to termination or on such exemptions later date as may be granted specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as otherwise required by any fiduciary duties of the Adviser under applicable law. In addition, the Adviser shall deliver the Fund Books and Records to the Trust by such means and in accordance with such schedule as the Trust shall direct and shall otherwise cooperate, as reasonably directed by the Securities and Exchange Commission under said ActTrust, in the transition of portfolio asset management to any successor of the Adviser.

Duration and Termination. This Agreement(a) PNC shall commence to provide Services to the Fund under this Agreement on April 20, 2009 and, unless sooner terminated as provided hereinpursuant to its terms, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods until 11:59 PM on the date which is the fifth anniversary of one year for so long as such continuance thereafter is specifically approved at least annually date (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and “Initial Term”). (b) by the Trustees Upon expiration of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; providedInitial Term, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in automatically renew for successive terms of one (1) year each (each, a manner consistent with “Renewal Term”), unless the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust Fund or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days PNC gives written notice to the Adviser, or other party of its intent not to renew and such notice is received by the Adviser other party not less than one-hundred eighty (180) days prior to the expiration of the Initial Term or the then-current Renewal Term (a “Non-Renewal Notice”). If a party provides a Non-Renewal Notice, this Agreement shall terminate at 11:59 PM on the last day of the Initial Term or Renewal Term, as applicable (“Termination Date”). In the event of an automatic renewal of the Agreement in accordance with the first sentence of this Section 9(b), the Fee Agreement in effect immediately prior to the such renewal shall constitute the Fee Agreement in effect for the Renewal Term, unless PNC delivers a new fee schedule to the Fund two-hundred forty (240) days or more in advance of the renewal in which case the fee schedule so delivered shall constitute the Fee Agreement for the Renewal Term. If this Agreement is terminated at the end of the Initial Term and the de-conversion to a successor service provider continues thereafter, PNC will maintain its then-current Fee Agreement until the Fund’s records have been successfully de-converted. (c) Upon any termination hereof, in addition to paying PNC any Fees and Reimbursable Expenses that may be owed by the Fund pursuant to Section 8(a), the Fund will reimburse PNC, up to a maximum amount of $500,000 in the aggregate, for all reasonable expenses associated with movement of records and materials and conversion thereof to a successor transfer agent, including but not limited to (i) reasonable expenses incurred by PNC associated with de-conversion to a successor service provider, (ii) reasonable expenses associated with the transfer or duplication of records and materials, (iii) reasonable expenses associated with the conversion of records or materials and (iv) reasonable trailing expenses. (d) If a party is in material breach of this Agreement (a “Defaulting Party”) the other party (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party, and if such material breach shall not have been remedied within thirty (30) days after such written notice is given, then the Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Defaulting Party. In all cases, termination by the Non-Defaulting Party under this Section 9(d) shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party. (e) The Fund may at its election at any time during the Initial Term terminate this Agreement without cause provided it satisfies the following conditions precedent (a “Permissive Termination”): (i) the Fund shall deliver a written notice to PNC setting forth a desired date of termination (a “Permissive Termination Date”) that is received by PNC not less than one-hundred eighty (180) days prior to the Permissive Termination Date; and (ii) the Fund shall pay to PNC prior to the Permissive Termination Date all Fees and Reimbursable Expenses owed in connection with Services performed by PNC through the Permissive Termination Date (whether already invoiced or pending invoice) as determined in accordance with clause (i) or (ii) below (the “Permissive Termination Fee”): (i) If the Permissive Termination Date is prior to April 20, 2012, the sum of (1) the amount equal to (x) times (y), where (x) is average monthly amount of all Fees incurred by the Fund in the three full calendar months immediately preceding Permissive Termination Date (“Average Monthly Fees”) and (y) is the mixed number consisting of the whole and fractional months between the Permissive Termination Date and April 20, 2012, plus (2) the unamortized portion of the De-Conversion Expenses as of the Permissive Termination Date, amortizing on a straight-line basis. (ii) If the Permissive Termination Date is after April 20, 2012, the sum of (1) the amount equal to fifty percent (50%) of (x) times (y), where (x) is the Average Monthly Fees and (y) is the combined number consisting of the whole and fractional months between the Permissive Termination Date and April 20, 2013, plus (2) the unamortized portion of the De-Conversion Expenses as of the Permissive Termination Date, amortizing on a straight-line basis for 5 years. (f) No Permissive Termination Fee shall be due to PNC in connection with the termination of this Agreement at the end of the Initial Term or in connection with a termination of this Agreement by the Funds pursuant to Section 9(d). The Fund expressly acknowledges and agrees that the Permissive Termination Fee is not a penalty but represents reasonable compensation and reimbursement to PNC that was negotiated by the parties in consideration of all circumstances relating to the termination of this Agreement before the expiration of the then-current Initial or Renewal Term. (g) If any of the Fund’s assets serviced by PNC under this Agreement are removed from the coverage of this Agreement and are subsequently serviced by another service provider (including the Fund or an affiliate of the Fund) (“Removed Assets”)(i) the Fund will be deemed to have caused a Permissive Termination with respect to such Removed Assets as of the day immediately preceding the first such removal of assets and such Fund shall owe PNC a Permissive Termination Fee in accordance with Section 9(e) calculated as if the Removed Assets constituted a “Fund”; and (ii) this Agreement will remain in full force and effect with respect to all non-Removed Assets. Notwithstanding the foregoing the Funds may experience a reduction in the number of open accounts serviced hereunder, attributable to Removed Assets, without such reduction triggering the payment of any penaltya Permissive Termination Fee, on 60 days written notice to so long as: (i) the Trust. This Agreement will automatically and immediately terminate reduction in open accounts does not exceed the percentages set forth below for the applicable contract year; and (ii) the reduction in open accounts constituting the Removed Assets results solely from, (i) a merger with a fund not managed by ING Groep N.V. or one of its affiliates or (ii) a change in the event Fund’s investment adviser to a party not affiliated with ING Groep N.V. (collectively, (i) and (ii), the “Permissive Removed Assets”). For purposes of its assignment. Any notice the foregoing: (i) during the first contract year of the Initial Term, Permissive Removed Assets may equal but not exceed, ten percent (10%) of open accounts on April 20, 2009, (ii) during the second contract year of the Initial Term, the Permissive Removed Assets, when combined with any Permissive Removed Assets from the first contract year of the Initial Term, may equal but not exceed, fifteen percent (15%) of open accounts on April 20, 2009, (iii) during the third contract year of the Initial Term, the Permissive Removed Assets, when combined with any Permissive Removed Assets from the first two contract years of the Initial Term, may equal but not exceed, fifteen percent (15%) of open accounts on April 20, 2009, and (iv) any reduction in open accounts due, exclusively and demonstrably, to a conversion of such accounts to an omnibus account still serviced by PNC under this Agreement shall not be given in writing, addressed and delivered, or mailed postpaid, to counted against the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings percentages set forth in (i), (ii) and (iii) immediately above. (h) Notwithstanding any other provision of this Agreement, in the Investment Company Act event that the Fund exercises its right under Section 9(e) to terminate this Agreement as a Permissive Termination, PNC shall not be obligated to perform any de-conversion activity or any action related to the movement of 1940 records and materials of the rules Fund and regulations thereunderconversion thereof to a successor transfer agent during the period commencing in any year on and including December 1 and ending on and including January 31 of the immediately following year, including but not limited to any electronic file or record exchanges. PNC shall inform the Fund, within ten (10) days of PNC’s receipt of any notice of termination given under Section 9(e), whether PNC intends to exercise its right to decline to perform any de-conversion activity from December 1 through January 31. (i) No termination of this Agreement shall cause, and no provision of this Agreement shall be interpreted in any manner that would cause, PNC’s right to receive payment of its fees and charges for services actually performed hereunder, and Customer’s obligation to pay such fees and charges, to be barred, limited, abridged, conditioned, reduced, abrogated, or subject to such exemptions as may be granted by the Securities and Exchange Commission under said Acta cap or other limitation or exclusion of any nature.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days days' nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days days' written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days days’ written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days 90 days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days days' nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days 90 days' written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. The following shall apply with respect to the duration and termination of this Agreement: (a) This AgreementAgreement shall begin for each Portfolio as of the date this Agreement is first executed and shall continue in effect for two years. With respect to each Portfolio added by execution of an Addendum to Schedule A, the term of this Agreement shall begin on the date of such execution and, unless sooner terminated as provided hereinhereinafter provided, this Agreement shall continue for remain in effect to the date two years after its initial approval as to such execution. Thereafter, in each Portfolio and thereafter case, this Agreement shall remain in effect, for successive periods of one year year, subject to the provisions for so long as termination and all of the other terms and conditions hereof if: (a) such continuance thereafter is continuation shall be specifically approved at least annually by (ai) by either the vote Board of Directors of the Corporation or a majority of those Trustees a Portfolio's outstanding voting securities, and in either case (ii) a majority of the Trust Directors who are not parties to this Agreement or interested persons of any such partyparty (other than as Directors of the Corporation), cast in person at a meeting called for the purpose of voting on such approval, that purpose; and (b) by Adviser shall not have notified a Portfolio in writing at least sixty (60) days prior to the Trustees anniversary date of this Agreement in any year thereafter that it does not desire such continuation with respect to that Portfolio. Prior to voting on the renewal of this Agreement, the Board of Directors of the Trust Corporation may request and evaluate, and the Adviser shall furnish, such information as may reasonably be necessary to enable the Corporation's Board of Directors 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 with respect to any Portfolio, without payment of any penalty, by affirmative vote of a majority of the Board of Directors of the Corporation, or by vote of a majority of the outstanding voting securities of each that Portfolio; provided, howeveras defined in Section 2(a)(42) of the 1940 Act, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted or by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed Adviser, in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any timeeach case, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days upon sixty (60) days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will other party and shall terminate automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the ManagerAdviser, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio each Fund on not less than 30 days days' nor more than 60 days days' written notice to the Sub-Adviser, or by the Sub-Adviser at any time without the payment of any penalty, on 60 days days' written notice to the Adviser and the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, 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 Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect with respect to a Series until two years after its initial approval as to each Portfolio from the date first set forth above, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees members of the Trust Board of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and and, except as may be otherwise permitted by then current law as modified or interpreted by any applicable order or orders of the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC, (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolioa Series; provided, provided however, that if the shareholders of any Portfolio a Series fail to approve the Agreement as provided hereinin Section 15 of the 1940 Act, the Adviser Sub-Advisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act as modified or interpreted by any applicable order or orders of 1940 and the SEC or any rules and or regulations thereunderadopted by, or interpretative releases of, the SEC. This Agreement may be terminated as to any Portfolio a Series at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees members of the Trust Board of the Fund or by vote of a majority of the outstanding voting securities of a Series or the Portfolio Advisor on not less than 30 days nor more than 60 days written notice to the AdviserSub-Advisor, or by the Adviser Sub-Advisor at any time without the payment of any penalty, on 60 days written notice to the TrustAdvisor and the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms term "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings meaning as set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each the Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any the Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Underlying Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustManager and the Lead Adviser. This Agreement will automatically and immediately terminate in the event of its assignment. Any For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice under period provided in this Agreement shall Section may be given waived by the party(ies) required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 1116, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); (ii) the Key Portfolio Manager(s) ceasing to be employed by the Underlying Adviser or continuing to oversee the Underlying Adviser’s management of the Funds’ assets; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of the Underlying Adviser being accused in any regulatory, self-regulatory or judicial proceeding as having violated the federal securities laws or engaged in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or any officer or director of the Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days days’ nor more than 60 days days’ written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, 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 Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActCommission.

Duration and Termination. (1) This Agreement shall begin on the date written above and shall continue in full force and effect for an initial two-year term. At the end of this initial term or any extension term, this Agreement shall automatically be renewed for a further successive period of two years, unless either party gives the other party notice of its intention not to renew this Agreement upon the expiration of the then-current term at least 90 days prior to the expiration of such term. In the event of non-renewal of this Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees upon expiration of the Trust who are not parties to this Agreement or interested persons of any such partycurrent term, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser Distributor may continue to serve hereunder sell and purchase Product for an additional 90 days following the effective date of termination. During the additional 90 day period, Distributor will not have exclusive distribution rights in the manner Territory and Manufacturer shall be free to enter into distribution agreements with third parties for the extent permitted Territory and any Product purchased by the Investment Company Act Distributor during this 90 day period can not be returned for refund as described in section 2. e.) (5). Any such notice of 1940 and rules thereunder. The foregoing requirement that continuance non-renewal shall be provided as required by Section 14 of this Agreement be "specifically approved at least annually" Agreement. (2) Each of the following circumstances shall be construed constitute an ”Event of Default” under this Agreement: i) The material breach of any term or condition of this Agreement ii) The repeated failure of a party to perform one or more of its obligations under this Agreement, whether or not this repeated failure constitutes a material breach; iii) The filing by or against a party of any insolvency or bankruptcy proceeding, proceedings for reorganization, receivership, dissolution or any arrangement under bankruptcy law, iv) The existence of a condition of force majeure that continues for longer than six (6) months; v) Any change in a manner consistent with party’s ownership which shall impair its ability to perform its obligations under this Agreement; and vi) The failure or inability of Distributor to meet sales objectives outlined in Section 2(d)(2). Upon the Investment Company Act occurrence of 1940 and an Event of Default by a party, the rules and regulations thereunder. This other party may terminate this Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 upon thirty (30) days nor more than 60 days prior written notice to the Adviserdefaulting party, or specifying the default; provided that the defaulting party shall not have cured the default within such thirty (30) day period. Therefore, if an Event of Default is not cured within that thirty (30) day period, this Agreement may be immediately terminated at the discretion of the non-defaulting party by giving written notice, in accordance with section 14, to the Adviser at any time without defaulting party. (3) During the 30-day notice period described in subsection (2) above, the party giving notice may withhold its own performance (except with respect to payment of any penalty, on 60 days written notice amount due to the Trustother party), unless the other party cures or acts with due diligence to cure the Event of Default within the notice period or otherwise gives the notifying party sufficient security. This Notwithstanding the foregoing, in the case of an Event of Default arising under section 1.(b) (2) (iii) as a result of voluntary petition in bankruptcy filed by Distributor, this Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Actterminate.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 119, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This With respect to each Series identified as a Portfolio on Schedule A hereto as in effect on the date of this Agreement, unless sooner earlier terminated as provided herein, with respect to any Portfolio this Agreement shall continue for two years after its initial approval as in full force and effect through November 30, 2017. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio and thereafter for periods of one year for so long as year, provided that such continuance thereafter is specifically approved at least annually by (ai) the vote of a majority of the Board of Directors of the Company, or (ii) the vote of a majority of the outstanding voting shares of the Portfolio (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of those Trustees the Board of Directors of the Trust Company who are not parties to this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of any such partythe Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Portfolio that is added to Schedule A hereto as a Portfolio after the date of this Agreement, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Portfolio as a Portfolio under the Agreement or (ii) the date upon which the shares of the Portfolio are first sold to the public, subject to the condition that the Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 0000 Xxx) of the Adviser, and the shareholders of such Portfolio, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Portfolio, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Portfolio. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Directors of the Company, or (ii) vote of a majority of the outstanding voting shares of such Portfolio (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. The Sub-Adviser shall not provide any services for such Series or receive any fees on account of such Series with respect to which this Agreement is not approved as described in the preceding sentence. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 0000 Xxx) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Company, unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing, this Agreement may be terminated for each or any Series hereunder: (a) by the Adviser at any time without penalty, upon sixty (60) days’ written notice to the Sub-Adviser and the Company, (b) at any time without payment of any penalty by the Trustees Company, upon the vote of a majority of the Trust Company’s Board or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Adviser and the Sub-Adviser, or (c) by the Sub-Adviser at any time without penalty, upon three (3) months’ written notice to the Adviser and the Company, unless the Adviser or the Company requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Company or the Adviser not to exceed three (3) months beyond the initial three-month notice period; provided however, that the Sub-Adviser may terminate this Agreement at any time without penalty effective upon written notice to the Adviser and the Company, in the event either the Sub-Adviser (acting in good faith) or the Adviser 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 Company, or in the event the Adviser 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 Adviser or the Company as required by the terms of this Agreement. In addition, this Agreement shall terminate with respect to a Series in the event that it is not approved by the vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if Series at a meeting of shareholders at which approval of the Agreement shall be considered by shareholders of the Series. In the event of termination for any Portfolio fail to approve reason, all records of each Series for which the Agreement as provided herein, is terminated shall promptly be returned to the Adviser may continue to serve hereunder or the Company, free from any claim or retention of rights in the manner and to the extent permitted such records by the Investment Company Act Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of 1940 and rules thereundersuch records. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignmentassignment (as such term is described in the 1940 Act). Any notice under In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 2(e), 9, 10, 11, 14, 15, and 19 of this Agreement shall be given remain in writingeffect, addressed and delivered, or mailed postpaid, to the other party at the primary office as well as any applicable provision of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActParagraph numbered 16.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio the Company and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board and the Company Board who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approvalapproval and agreed by the Adviser, and or (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Company; provided, however, that that, if the shareholders of any Portfolio the Company fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, (a) by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, (b) by vote of a majority of the Trustees of Company Board or the Trust Board or by vote of a majority of the outstanding voting securities of the Portfolio Company Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or (c) by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. 3 A prohibited foreign shell bank" is a foreign bank that does not have a physical presence in any country, and is not a “regulated affiliate,” i.e., an affiliate of a depository institution, credit union, or foreign bank that (i) maintains a physical presence in the U.S. or a foreign country, and (ii) is subject to banking supervision in the country regulating the affiliated depository institution, credit union, or foreign bank.

Duration and Termination. This Agreement, unless Unless sooner terminated as provided herein, this Agreement shall continue for two years after its initial approval as to each Portfolio until May , 1999, and thereafter for periods of one year for year, so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those the Trustees of the Trust Trust, including a majority of the Trustees who are not parties to this Agreement or interested persons of the Investment Adviser or any such partyprincipal underwriter of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (b) approval or by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunderTrust. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, time without the payment of any penalty, penalty by the Manager, by vote of a majority of the Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Portfolio Trust on not less than 30 days nor more than 60 days days' written notice to the Adviser, Investment Adviser or by the Investment Adviser at any time without the payment of any penalty, penalty on 60 days 90 days' written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", ," "interested persons", person," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions exceptions as may be granted by the Securities and Exchange Commission under said the 1940 Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of each Portfoliothe Company; provided, however, that if the shareholders Members of any Portfolio the Company fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of the Portfolio Company on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 90 days written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, ; by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, ; or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the ManagerAdviser, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days days’ nor more than 60 days days’ written notice to the Sub-Adviser, or by the Sub-Adviser at any time without the payment of any penalty, on 60 days days’ written notice to the Adviser and the Trust. This Agreement will automatically and immediately terminate in the event of its assignment, or upon termination of the investment advisory agreement between the Adviser and the Trust. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Trust; provided, however, that if the shareholders Shareholders of any Portfolio the Trust fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio Trust on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActCommission.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, 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 Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees a vote of a majority of the Trust Trust's Board or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio particular Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees members of the Trust Trust's Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1113, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for until the earlier of the end of two years after its initial approval the date first written above or a date within such two-year period as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees members of the Trust Board of Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees Board of Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of each Portfolioof the Portfolios; and thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of each of the Portfolios; provided, however, that -------- ------- if the shareholders holders of any Portfolio Portfolios fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in such capacity in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as with respect to any Portfolio of the Portfolios at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees entire Board of Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days days' written notice to the Adviser, or . This Agreement may be terminated by the Adviser at any time time, without the payment of any penalty, on 60 days upon 90 days' written notice to the TrustFund. This Agreement will automatically and immediately terminate in the event of its assignment, provided that an -------- assignment to a corporate successor to all or substantially all of the Adviser's business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control of the Adviser's business shall not be deemed to be an assignment for the purposes of this Agreement. Any notice under this Agreement shall be given in writing, addressed and delivered, delivered or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another addressand shall be deemed given when received by the addressee. As used in this Section 119, the terms "assignment", ," "interested persons," and ", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and agreed by the Adviser, or (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Trustees of the Trust Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio the Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio the Fund at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act. For the avoidance of doubt, either party may terminate the services provided with respect to any Sub-Portfolio using the same process set forth in this Section 11; provided, however that such termination shall not be considered a termination of the Agreement with respect to any non-terminated Sub-Portfolios.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue as to each Portfolio for two years after its the Portfolio's initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the applicable Portfolio; provided, however, that if the shareholders of any the applicable Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the applicable Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the TrustManager. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 119, and Section 8 above, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed mailed, including by electronic mail, postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days days’ nor more than 60 days days’ written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days days’ written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of each Portfoliothe Company; provided, however, that if the shareholders Members of any Portfolio the Company fail to approve the Agreement as provided herein, the Adviser Subadvisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of the Portfolio Company on not less than 30 days days' nor more than 60 days days' written notice to the AdviserSubadvisor, or by the Adviser Subadvisor at any time without the payment of any penalty, on 60 days 90 days' written notice to the TrustInvestment Manager. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue as to each Portfolio for two years after its the Portfolio’s initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the applicable Portfolio; provided, however, that if the shareholders of any the applicable Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the applicable Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the TrustManager. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 119, and Section 8 above, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees a vote of a majority of the Trust Trust’s Board or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio particular Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees members of the Trust Trust’s Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1113, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This With respect to each Series identified as a Portfolio on Schedule A hereto as in effect on the date of this Agreement, unless sooner earlier terminated as provided herein, with respect to any Portfolio this Agreement shall continue for two years after its initial approval as in full force and effect through November 30, 2014. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio and thereafter for periods of one year for so long as year, provided that such continuance thereafter is specifically approved at least annually by (ai) the vote of a majority of the Board of Directors of the Company, or (ii) the vote of a majority of the outstanding voting shares of the Portfolio (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of those Trustees the Board of Directors of the Trust Company who are not parties to this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of any such partythe Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Portfolio that was added to Schedule A hereto as a Portfolio after the date of this Agreement, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Portfolio as a Portfolio under the Agreement or (ii) the date upon which the shares of the Portfolio are first sold to the public, subject to the condition that the Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 0000 Xxx) of the Adviser, and the shareholders of such Portfolio, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Portfolio, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Portfolio. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Directors of the Company, or (ii) vote of a majority of the outstanding voting shares of such Portfolio (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. The Sub-Adviser shall not provide any services for such Series or receive any fees on account of such Series with respect to which this Agreement is not approved as described in the preceding sentence. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 0000 Xxx) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Company, unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing, this Agreement may be terminated for each or any Series hereunder: (a) by the Adviser at any time without penalty, upon sixty (60) days’ written notice to the Sub-Adviser and the Company, (b) at any time without payment of any penalty by the Trustees Company, upon the vote of a majority of the Trust Company’s Board or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Adviser and the Sub-Adviser, or (c) by the Sub-Adviser at any time without penalty, upon sixty (60) days’ written notice to the Adviser and the Company, unless the Adviser or the Company requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Company or the Adviser not to exceed sixty (60) days beyond the initial sixty-day notice period; provided however, that the Sub-Adviser may terminate this Agreement at any time without penalty effective upon written notice to the Adviser and the Company, in the event either the Sub-Adviser (acting in good faith) or the Adviser 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 Company, or in the event the Adviser 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 Adviser or the Company as required by the terms of this Agreement. In addition, this Agreement shall terminate with respect to a Series in the event that it is not approved by the vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if Series at a meeting of shareholders at which approval of the Agreement shall be considered by shareholders of the Series. In the event of termination for any Portfolio fail to approve reason, all records of each Series for which the Agreement as provided herein, is terminated shall promptly be returned to the Adviser may continue to serve hereunder or the Company, free from any claim or retention of rights in the manner and to the extent permitted such records by the Investment Company Act Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of 1940 and rules thereundersuch records. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignmentassignment (as such term is described in the 1940 Act). Any notice under In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 2(e), 9, 10, 11, 14, 15, and 19 of this Agreement shall be given remain in writingeffect, addressed and delivered, or mailed postpaid, to the other party at the primary office as well as any applicable provision of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActParagraph numbered 16.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of each Portfoliothe Company; provided, however, that if the shareholders Members of any Portfolio the Company fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of the Portfolio Company on not less than 30 days days' nor more than 60 days days' written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 days 90 days' written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect with respect to a Fund until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees Directors of the Trust Company, or by vote of a majority of the outstanding voting securities of each Portfoliosuch Fund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities of the Portfolio such Fund on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 90 days written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser Subadvisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerAdvisor, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the AdviserSubadvisor, or by the Adviser Subadvisor at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Lead Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than 30 days nor more than (60) sixty days prior notice to the Lead Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on a Fund upon not less than 30 days nor more than 60 (60) sixty days written notice to the Lead Adviser, or by the Lead Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustManager. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 1113, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, ; by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, ; or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This AgreementAgreement shall become effective with respect to a Portfolio as of the date first above written and, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue as to each Portfolio for two years after its the Portfolio’s initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the applicable Portfolio; provided, however, that if the shareholders of any the applicable Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the applicable Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the TrustManager. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, and Section 9 above, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust Fund or by vote of a majority of the outstanding voting securities Shares of each Portfoliothe Fund; provided, however, that if the shareholders Shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Investment Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust Fund or by vote of a majority of the outstanding voting securities Shares of the Portfolio Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Investment Adviser, or by the Investment Adviser at any time without the payment of any penalty, on 60 ninety (90) days written notice to the TrustFund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said the Investment Company Act.

Duration and Termination. This Agreement, unless sooner terminated as ------------------------ provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any the Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", ," "interested persons", ," and a "vote of a majority of the outstanding voting securities" shall have the their respective meanings set forth in the Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than thirty (30) days nor more than sixty (60) days prior notice to the Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 not less than thirty (30) days nor more than sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from the effective date of the Agreement and thereafter for periods of one year for so long as thereafter, may continue in effect only if such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees a vote of a majority of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders interest holders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser Advisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio the Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees members of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 sixty (60) days written notice to the AdviserAdvisor, or by the Adviser Advisor at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustFund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days 90 days' written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Underlying Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on 60 thirty (30) days written notice to the TrustManager and the Lead Adviser. This Agreement will automatically and immediately terminate in the event of its assignment. Any For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice under period provided in this Agreement shall Section may be given waived by the party(ies) required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 1116, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); (ii) the Key Portfolio Manager(s) ceasing to be employed by the Underlying Adviser or continuing to oversee the Underlying Adviser’s management of the Funds’ assets; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of the Underlying Adviser being accused in any regulatory, self-regulatory or judicial proceeding as having violated the federal securities laws or engaged in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or any officer or director of the Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, 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 Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until June 26, 2026 and thereafter, may continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as in effect only if such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees a vote of a majority of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio the Fund at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees members of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days days’ written notice to the Adviser, or by the Adviser at any time time, without the payment of any penalty, on 60 days days’ written notice to the TrustFund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Underlying Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on 60 not less than thirty (30) days written notice to the TrustManager and the Lead Adviser. This Agreement will automatically and immediately terminate in the event of its assignment. Any For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used period provided in this Section 11may be waived by the party(ies) required to be notified, in their absolute discretion. Unless otherwise described in this Agreement, the terms "“affiliated person”, “assignment", ",” “interested persons", ,” and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Underlying Adviser or any officer or director of the Underlying Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or any officer or director of the Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.and

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal and unless terminated automatically as set forth in Section 12 hereof or until terminated as follows: (i) The Adviser may at any time terminate this Agreement as to the Portfolio 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 Trust may cause this Agreement to terminate with respect to the Portfolio either (i) by vote of the Board or (ii) upon the affirmative vote of a majority of those Trustees the outstanding voting securities of the Trust Portfolio; or (ii) 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 (iii) This Agreement shall automatically terminate on December 31st of any year, beginning on December 31, 2005, in which its terms and renewal shall not have been approved by (A) (i) a majority vote of the Board or (ii) the affirmative vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the 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 Portfolio in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (B) a majority vote of the Trustees who are not parties "interested persons" (as set forth in the 1940 Act, subject, however, to this Agreement such exemptions as may be granted by the Commission under the 1940 Act or interested persons any interpretations of any such partythe staff of the Commission) of the Trust, cast in person the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval, and . (b) by For the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance purposes of this Agreement be Agreement, "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by Affirmative vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice Portfolio" shall have the meaning set forth in the 1940 Act, subject, however, to such interpretations of the Adviser, or by staff of the Adviser at any time Commission. Termination of this Agreement pursuant to this Section shall be without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in In the event of its assignment. Any notice under termination of this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11for any reason, the terms "assignment"Sub-Adviser shall, "interested persons", and a "vote immediately upon notice of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to termination or on such exemptions later date as may be granted specified in such notice, cease all activity on behalf of the Portfolio and with respect to any of its assets. In addition, the Sub-Adviser shall deliver the Trust's Books and Records to the Adviser (it being agreed that the Sub-Adviser may keep copies of the Portfolios Books and Records) by such means and in accordance with such schedule as the Securities Adviser shall reasonably direct and Exchange Commission under said Actshall otherwise reasonably 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 AgreementAgreement shall become effective upon its execution; provided, that with respect to any Portfolio now existing or hereafter created, this Agreement shall not take effect unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically it first has been approved at least annually (ai) by the a vote of a the majority of those Trustees trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (bii) by vote of a majority of that Portfolio's outstanding voting securities. This Agreement shall remain in full force and effect continuously thereafter until terminated without the Trustees payment of the Trust any penalty as follows: (a) By vote of a majority of its trustees, or by the affirmative vote of a majority of the outstanding shares of such Portfolio, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser at its principal offices; or (b) With respect to any Portfolio, this Agreement shall be approved for an initial period of two year and at least annually thereafter by (i) the Trustees or the shareholders of that Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Trustees who are not interested persons of the Trust or of the Adviser or of any subadviser, by vote cast in person at a meeting called for the purpose of voting securities on such approval. If the continuance of each Portfoliothis Agreement is not approved at least annually after the initial two-year period, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of any a Portfolio for their approval and such shareholders fail to approve the such continuance of this Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This thereunder with respect to that Portfolio; or (c) The Adviser may at any time terminate this Agreement may be terminated as with respect to any Portfolio at any time, without the payment of any penalty, or all Portfolios by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days days' written notice to the Adviserdelivered or mailed by registered mail, or by the Adviser at any time without the payment of any penalty, on 60 days written notice postage prepaid to the Trust. . (d) This Agreement will automatically and immediately will terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approvalapproval and agreed by the Adviser, and or (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, (a) by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, (b) by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or (c) by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees Directors of the Trust Fund or by vote of a majority of the outstanding voting securities Interests of each Portfoliothe Fund; provided, however, that if the shareholders Investors of any Portfolio the Fund fail to approve the Agreement as provided herein, the Investment Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Fund or by vote of a majority of the outstanding voting securities Interests of the Portfolio Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Investment Adviser, or by the Investment Adviser at any time without the payment of any penalty, on 60 ninety (90) days written notice to the TrustFund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said the Investment Company Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities of each Portfoliothe Company; provided, however, that if the shareholders of any Portfolio the Company fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio the Company at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities of the Portfolio Company on not less than 30 days nor more than 60 days days’ written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days 90 days’ written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writingassignment and, addressed and deliveredexcept as otherwise agreed between the parties, or mailed postpaid, to upon the other party at termination of the primary office of such party, unless such party has previously designated another addressFund Advisory Agreement. As used in this Section 1110, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio the Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any A notice under period provided in this Agreement shall Section may be given waived by the party required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each the Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any the Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days days' nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days days' written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio Fund listed on Schedule A attached hereto remain in effect from the date of execution (the “Effective Date.”), until one year from the Effective Date, and thereafter thereafter, for periods a period of one year for so long as (a) such continuance thereafter is specifically approved at least annually by either (ai) by the affirmative vote of a majority of those the Trustees cast in person at a meeting called for the purpose of voting on such approval, or (ii) the affirmative vote of a majority of each Fund’s outstanding voting securities; and (b) the affirmative vote of a majority of the Trust Trustees who are not parties to this Agreement the agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothat purpose; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser Advisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the Manager, 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 Portfolio Fund on not less than 30 days nor more than 60 days written notice to the AdviserAdvisor, or by the Adviser Advisor at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the U.S. Securities and Exchange Commission under said ActCommission.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of each Portfoliothe Company; provided, however, that if the shareholders Members of any Portfolio the Company fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees Directors of the Trust Company or by vote of a majority of the outstanding voting securities Units of the Portfolio Company on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 90 days written notice to the TrustCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Underlying Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustManager and the Lead Adviser. This Agreement will automatically and immediately terminate in the event of its assignment. Any For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice under period provided in this Agreement shall Section may be given waived by the party(ies) required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 1118, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); (ii) the Key Portfolio Manager(s) ceasing to be employed by the Underlying Adviser or continuing to oversee the Underlying Adviser’s management of the Funds’ assets; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of the Underlying Adviser being accused in any regulatory, self-regulatory or judicial proceeding as having violated the federal securities laws or engaged in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or any officer or director of the Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof with respect to the Portfolios listed in the recitals, and with respect to any additional Portfolios added pursuant to Section 1 hereof, on the date of receipt by the Trust of notice from the Adviser in accordance with said Section that the Adviser is willing to serve as investment adviser with respect to such Portfolios, provided that this Agreement (as supplemented by the terms specified in any notice and agreement pursuant to Section 1 hereof) has been approved by the shareholders of the Portfolios in accordance with the requirements of the 1940 Act, and, unless sooner terminated as provided herein, shall continue for two years after its initial approval as in effect with respect to each Portfolio and thereafter for periods of one year two years. Thereafter, if not terminated, this Agreement shall automatically continue in effect as to a particular Portfolio for so long as successive annual periods, provided such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees members of the Trust Trust's Board of Trustees who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trust's Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of each such Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the continuation of its Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time time, without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Underlying Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on 60 thirty (30) days written notice to the TrustManager and the Lead Adviser provided however that, immediately following the event of a decrease which reduces the Allocated Portion of any fund to zero, the underlying adviser may, but is not obligated, terminate this agreement as to that fund immediately upon written notice to the manager and the lead adviser. This Agreement will automatically and immediately terminate in the event of its assignment. Any For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice under period provided in this Agreement shall Section may be given waived by the party(ies) required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 1116, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); (ii) the Key Portfolio Manager(s) ceasing to be employed by the Underlying Adviser or continuing to oversee the Underlying Adviser’s management of the Funds’ assets; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of the Underlying Adviser being accused in any regulatory, self-regulatory or judicial proceeding as having violated the federal securities laws or engaging in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or any officer or director of the Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days days' nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days days' written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Managers of the Trust Board who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees a vote of a majority of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio the Fund at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees members of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the TrustFund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. (a) This Agreement shall become effective as of the date executed with respect to a particular Fund and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(a)(ii) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: i. Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement, unless sooner terminated without payment of any penalty. With respect to the Fund, termination may be authorized by action of the Board or by an “affirmative vote of a majority of the outstanding voting securities of the Fund” (as provided herein, defined in Section 15); or ii. This Agreement shall continue for automatically terminate two years after from the date of its initial approval as execution with respect to each Portfolio the Fund unless the terms of such contract and thereafter for periods of one year for so long as such continuance thereafter any renewal thereof is specifically approved at least annually thereafter by (ai) by the a majority vote of the Trustees, including a majority vote of those such Trustees of the Trust who are not parties to this the Agreement or “interested persons persons” (as defined in Section 15) of any such partythe Trust or the Adviser, cast in at an in-person at a meeting called for the purpose of voting on such approval, and or (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of any Portfolio the Fund for their approval and such shareholders fail to approve the such continuance of this Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and as to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed Fund in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in . (b) In the event of its assignment. Any notice under termination of this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11for any reason, the terms "assignment"Adviser shall, "interested persons", and a "vote immediately upon notice of a majority of the outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to termination or on such exemptions later date as may be granted specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as otherwise required by any fiduciary duties of the Adviser under applicable law. In addition, the Adviser shall deliver the Fund Books and Records to the Trust by such means and in accordance with such schedule as the Trust shall direct and shall otherwise cooperate, as reasonably directed by the Securities and Exchange Commission under said ActTrust, in the transition of portfolio asset management to any successor of the Adviser.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio the Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio the Fund at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act. For the avoidance of doubt, either party may terminate the services provided with respect to any Sub-Portfolio using the same process set forth in this Section 11; provided, however that such termination shall not be considered a termination of the Agreement with respect to any non-terminated Sub-Portfolios.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each the Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any the Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval execution as to each Portfolio the Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Underlying Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, (a) by the ManagerManager or the Lead Adviser upon not less than thirty days (30) days nor more than sixty (60) days prior written notice to the other parties hereto, (b) by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio a Fund on not less than 30 thirty (30) days nor more than 60 sixty (60) days written notice to the Adviser, Underlying Adviser or (c) by the Underlying Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the TrustManager and the Lead Adviser. This Agreement will automatically and immediately terminate in the event of its assignment. Any For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice under period provided in this Agreement shall Section may be given waived by the party(ies) required to be notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 1117, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager , Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); (ii) the portfolio manager primarily responsible for the management of the Allocated Portion who has been identified by the parties hereto as the “Key Portfolio Manager” ceasing to be employed by the Underlying Adviser or continuing to oversee the Underlying Adviser’s management of the Funds’ assets unless a replacement for the Key Portfolio Manager has been mutually agreed upon by the parties hereto; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of the Underlying Adviser being accused in any regulatory, self-regulatory or judicial proceeding as having violated the federal securities laws or engaged in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser or the Manager upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); (ii) the Manager or the Lead Adviser or any officer or director of the Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under Section 9 of the Investment Company Act; or (iii) the Manager or the Lead Adviser being accused in any regulatory, self-regulatory or judicial proceeding as having materially violated the federal securities laws or engaged in criminal conduct with respect to the federal securities laws.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees Directors of the Trust Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees Directors of the Trust Fund or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days 90 days' written notice to the TrustFund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said ActSEC.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1113, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 1110, the terms "assignment", "interested persons", and a "vote of a majority of the 5 outstanding voting securities" shall have the respective meanings set forth in the Investment Company company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio until October 30, 1987, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio on not less than 30 days nor more than 60 days written notice to the Adviseradviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1110, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust Fund or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, penalty by vote of a majority of the Trustees of the Trust Fund or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 90 days written notice to the TrustFund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for remain in effect until two years after its initial approval as to each Portfolio from date of execution, and thereafter thereafter, for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Trust; provided, however, that if the shareholders Shareholders of any Portfolio the Trust fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, 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 Portfolio Trust on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 60 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This AgreementAgreement is effective as of its execution date, unless sooner terminated as provided herein, and shall continue for two years after its initial approval as in full force and effect with respect to each Portfolio the Fund until June 30, 2006. This Agreement shall continue in full force and effect with respect to the Fund from year to year thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund voting separately; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Portfolio Fund or by the Investment Manager on not less than 30 days nor more than 60 days written notice to the Sub-Adviser, or by the Sub-Adviser at any time without the payment of any penalty, penalty on not less than 60 days days’ written notice to Investment Manager and the Trust. This Agreement will shall automatically and immediately terminate in the event of its assignment. Any Notices and other writings delivered or mailed postage prepaid to the Investment Manager and the Trust at 30 Xxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Kxxxxx Xxxxxxx, or to the Sub-Adviser at State Street Financial Center, Oxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Chief Compliance Officer, or to such other address as the Investment Manager or the Sub-Adviser may hereafter specify by written notice under this Agreement to the most recent address specified by the other party, shall be deemed to have been properly delivered or given in writing, addressed and delivered, or mailed postpaid, hereunder to the other party at the primary office of such party, unless such party has previously designated another addressrespective addressee. As used in this Section 119, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said that Act. 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.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each PortfolioFund (within the meaning of the Investment Company Act); provided, however, that if the shareholders of any Portfolio Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio Fund at any time, without the payment of any penalty, by the ManagerManager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Trustees Board of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 (30) thirty days nor more than 60 (60) sixty days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate A notice period provided in this Section may be waived by the event of its assignment. Any notice under this Agreement shall party required to be given notified, in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another addresstheir absolute discretion. As used in this Section 11, 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 Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until March 1, 2021 and thereafter, may continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as in effect only if such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust Board who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees a vote of a majority of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of each Portfoliothe Fund; provided, however, that if the shareholders of any Portfolio the Fund fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the Investment Company 1940 Act of 1940 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio the Fund at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees members of the Trust Fund’s Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time time, without the payment of any penalty, on 60 days written notice to the TrustFund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary any office of such party, unless such party has previously designated another address. As used in this Section 1112, 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 Investment Company 1940 Act of 1940 and the rules and regulations thereunder, ; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.