Common use of EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT Clause in Contracts

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions below, this Agreement shall continue in full force and effect as to the Fund for a period of five years from the Effective Date. (b) Notwithstanding the foregoing, if (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser or of the Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing, if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by law.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to the Fund for a period of five years from continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Effective Date.Manager and the Portfolio Manager, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust Fund who are not interested persons of the Trust Fund or of the Adviser Manager or of the SubadviserPortfolio Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Portfolio Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.Act, or (dc) The Trust Manager may at any time terminate this Agreement upon by not less than 60 days prior days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Portfolio Manager, and the SubadviserPortfolio Manager may at any time terminate this Agreement by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust to effect such termination Fund under (a) above may be taken either (i) by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to the Fund for a period of five years from continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Effective Date.Manager and the Portfolio Manager, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust Fund who are not interested persons of the Trust Fund or of the Adviser Manager or of the SubadviserPortfolio Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Portfolio Manager may continue to serve hereunder in a manner consistent with the 1940 Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder.thereunder (the "1940 Act"), or (dc) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party Portfolio Manager, and the Portfolio Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Fund under (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "“Effective Date"”). Subject to any early termination provisions below, this Agreement shall continue in full force and effect as to the Fund for a period of five years from the Effective Date. (b) Notwithstanding the foregoing, if (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser or of the Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing, if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's ’s consent, except as may be required by law.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) a. This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions below, this Agreement shall continue in full force and effect as to the Fund for a period of five years from the Effective Date. (b) b. Notwithstanding the foregoing, if (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser or of the Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) c. Notwithstanding the foregoing, if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) d. The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) e. Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) f. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by law.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to the Fund for a period of five years from continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Effective Date.Manager and the Portfolio Manager, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust Fund who are not interested persons of the Trust Fund or of the Adviser Manager or of the SubadviserPortfolio Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Portfolio Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.Act, or (dc) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party Portfolio Manager, and the Portfolio Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Fund under (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Subadviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees or the shareholders of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act Act, and the rules and regulations thereunder., or (dc) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party Subadviser, and the Subadviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust under paragraph (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Subadviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees or the shareholders of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940, as amended (the "1940 Act Act"), and the rules and regulations thereunder., or (dc) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party Subadviser, and the Subadviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust under paragraph (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Adviser and the Effective Date.Sub-Adviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees Directors of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, Fund and (ii) a majority of the Trustees of the Trust Directors who are not interested persons of the Trust Fund or of the the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules Rules and regulations Regulations thereunder.; or (dc) The Trust Adviser may at any time terminate this Agreement upon 60 days prior by not less than ninety days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser. Action by the Trust to effect such termination Fund under (a) above may be taken either (i) by vote of a majority of its TrusteesDirectors, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to each Portfolio continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement as to any Portfolio by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Sub-Adviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Funda Portfolio, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust Portfolio, the Manager, or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this AgreementAgreement with respect to such Portfolio, then this Agreement shall automatically terminate with respect to such Portfolio at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund such Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.Act; or (dc) The Trust Either party hereto may at any time terminate this Agreement upon 60 days prior as to any Portfolio by not less than sixty days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviserother party. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time particular Portfolio. Termination of this Agreement with respect to one Portfolio does not terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, with respect to the any other party and the Fund. (f) Portfolio. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Adviser and the Effective Date.Sub-Adviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees Directors of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, Fund and (ii) a majority of the Trustees of the Trust Directors who are not interested persons of the Trust Fund or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules Rules and regulations Regulations thereunder.; or (dc) The Trust Adviser may at any time terminate this Agreement upon 60 days prior by not less than ninety days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser. Action by the Trust to effect such termination Fund under (a) above may be taken either (i) by vote of a majority of its TrusteesDirectors, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement as to any Fund by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Sub-Adviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the a Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust Fund, the Manager, or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this AgreementAgreement with respect to such Fund, then this Agreement shall automatically terminate with respect to such Fund at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the such Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.Act; or (dc) The Trust Either party hereto may at any time terminate this Agreement upon 60 days prior as to any Fund by not less than sixty days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviserother party. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the particular Fund. (e) Either the Adviser or the Subadviser may at any time . Termination of this Agreement with respect to one Fund does not terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, with respect to the any other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement as to any Fund by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Sub-Adviser, the Effective Date.Portfolio Manager and the Manager, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the a Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust Fund or of the Sub-Adviser or of the SubadviserPortfolio Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this AgreementAgreement with respect to such Fund, then this Agreement shall automatically terminate with respect to such Fund at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the such Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Portfolio Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.Act, or (dc) The Trust Sub-Adviser may at any time terminate this Agreement upon as to any Fund by 60 days prior days’ written notice delivered or mailed by registered mail, postage prepaid, to the Portfolio Manager and the Manager, and the Portfolio Manager may at any time terminate this Agreement as to any Fund by 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser and the SubadviserManager. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the particular Fund. (e) Either the Adviser or the Subadviser may at any time . Termination of this Agreement with respect to one Fund does not terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, with respect to the any other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (take effect upon the "Effective Date"). Subject to any early termination provisions below, this Agreement date first above written and shall continue remain in full force and effect continuously as to a Fund and a Class of shares thereof (unless terminated automatically as set forth in Section 14 hereof) until terminated: (a) Either by such Fund or such Class or the Fund for a period of five years from Distributor 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 Effective Date.other party; or (b) Notwithstanding Automatically as to any Fund or Class thereof at the foregoingclose of business one year from the date hereof, or upon the expiration of one year from the effective date of the last continuance of this Agreement, whichever is later, if (i) the continuance of this Agreement is not specifically approved at least annually by the Trustees of the Trust or the shareholders of such Fund or such Class by the affirmative vote of a majority of the outstanding shares of the Fundsuch Fund or such Class, and (ii) by a majority of the Trustees of the Trust who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Adviser Distribution Plan(s) or of the Subadviser, this Agreement by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing, if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination a Fund or a Class thereof under (a) above may be taken either (i) by vote of a majority of its Trusteesthe Trustees of the Trust who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Distribution Plan(s) or this Agreement, or (ii) by the affirmative vote of a majority of the outstanding shares of such Fund or such Class. The requirement under (b) above that the Fund. (e) Either the Adviser or the Subadviser may at any time terminate continuance of this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to be "specifically approved at least annually" shall be construed in a manner consistent with the other party and the Fund. (f) 1940 Act. Termination of this Agreement pursuant to this Section 5 15 shall be without the payment of any penalty by the Fundpenalty. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of If this Agreement without the Subadviser's consentis terminated or not renewed with respect to one or more Funds or Classes thereof, except it may continue in effect with respect to any Fund or any Class thereof as may be required by lawto which it has not been terminated (or has been renewed).

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowof September 1, this Agreement 2006 and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: a. The Fund may at any time terminate this Agreement by not less than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Adviser and the Effective Date.Sub-Adviser; or (b) Notwithstanding the foregoing, if b. If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, Fund and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this the Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules Rules and regulations Regulations thereunder.; or (d) c. The Trust Adviser may at any time terminate this Agreement upon 60 days prior by not less than ninety (90) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than ninety (90) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser. Action by the Trust to effect such termination Fund under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement as to any Fund by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Sub-Adviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the a Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust Fund, the Manager, or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this AgreementAgreement with respect to such Fund, then this Agreement shall automatically terminate with respect to such Fund at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the such Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.Act, or (dc) The Trust Either party hereto may at any time terminate this Agreement upon 60 days prior as to any Fund by not less than sixty days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviserother party. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the particular Fund. (e) Either the Adviser or the Subadviser may at any time . Termination of this Agreement with respect to one Fund does not terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, with respect to the any other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: a. The Trust may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Subadviser, or (b) Notwithstanding the foregoing, if b. If (i) the Trustees or the shareholders of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940, as amended (the "1940 Act Act"), and the rules and regulations thereunder., or (d) c. The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party Subadviser, and the Subadviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust under paragraph (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 5) until terminated as follows: (a) The Trust may at any time terminate this Agreement by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Subadviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the FundTrust, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Trust for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.; or (dc) The Trust Manager may at any time terminate this Agreement upon by not less than 60 days prior days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Subadviser, and the SubadviserSubadviser may at any time terminate this Agreement by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust to effect such termination under paragraph (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares Shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) Trust. Termination of this Agreement pursuant to this Section 5 6 shall be without the payment of any penalty by the Fundpenalty. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the Upon termination of this Agreement, the duties of the Manager delegated to the Subadviser under this Agreement without automatically revert to the Subadviser's consent, except as may be required by lawManager.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until with respect to a Fund upon its execution with respect to such time as it is fully executed by all parties Fund (or the effective date of an amendment to Schedule A hereto to add such Fund to this Agreement) (the "“Initial Effective Date"” for such Fund). Subject to any early termination provisions below, this Agreement and shall continue remain in full force and effect as to such Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement as to such Fund by written notice to the Fund for a period of five years from Manager and the Effective Date.Sub-Adviser; or (b) Notwithstanding Either the foregoing, if Manager or the Sub-Adviser may at any time terminate this Agreement as to such Fund by not less than [sixty (60)] days’ written notice to the other party and the Trust; or (c) If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust Fund or of the Manager, the Sub-Adviser or of the Subadviserany other investment adviser to such Fund, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this AgreementAgreement with respect to such Fund, then this Agreement shall automatically terminate with respect to such Fund at the close of business on the second anniversary of the Initial Effective DateDate for such Fund, or upon the expiration of one year from the effective date of the last such continuancecontinuance for such Fund, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the such Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the SubadviserAct. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the particular Fund. (e) Either the Adviser or the Subadviser may at any time . Termination of this Agreement with respect to one Fund does not terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, with respect to the any other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement by not more than sixty (60) days written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Sub-Adviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate as at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules Rules and regulations Regulations thereunder., or (dc) The Trust Manager may at any time terminate this Agreement upon 60 by not less than sixty (60) days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than ninety (90) days written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 6 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Sub-Adviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate as at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules Rules and regulations Regulations thereunder., or (dc) The Trust Manager may at any time terminate this Agreement upon 60 days prior by not less than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (upon the "Effective Date"). Subject to any early termination provisions belowdate of shareholder approval, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4.) until terminated as follows: (a) The Trust may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from the Effective Date.Manager and Subadviser, or (b) Notwithstanding Either party hereto may at any time terminate this Agreement by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the foregoingother party, if or (c) If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust Trust, the Manager or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination under paragraph (a) above may be taken either (i) by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Subadviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees or the shareholders of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the Subadviser, by vote cast in person person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940, as amended (the "1940 Act Act"), and the rules and regulations thereunder., or (dc) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party Subadviser, and the Subadviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust under paragraph (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 5) until terminated as follows: (a) The Trust may at any time terminate this Agreement by providing not more than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Subadviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the FundTrust, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Trust for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.; or (dc) The Trust Manager may at any time terminate this Agreement upon by not less than 60 days prior days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Subadviser, and the SubadviserSubadviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust to effect such termination under paragraph (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares Shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) Trust. Termination of this Agreement pursuant to this Section 5 6 shall be without the payment of any penalty by the Fundpenalty. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the Upon termination of this Agreement, the duties of the Manager delegated to the Subadviser under this Agreement without automatically revert to the Subadviser's consent, except as may be required by lawManager.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as to the Fund for a period of five years from the Effective Date.set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate as at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules Rules and regulations Regulations thereunder., or (dc) The Trust Manager may at any time terminate this Agreement upon 60 days prior by not less than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall be effective as of the date executed, and shall remain in full force and effect as to each Fund continuously thereafter, until terminated as provided below: (a) This Agreement shall not become effective until such time Unless terminated as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowherein provided, this Agreement shall remain in full force and effect through January 9, 2000, and shall continue in full force and effect for successive periods of one year thereafter, but only so long as to the Fund for a period of five years from the Effective Date. (b) Notwithstanding the foregoing, if such continuance is specifically approved at least annually (i) by the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares voting securities of the Fund, and (ii) by a vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the Subadviserany Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; provided, do not specifically approve at least annually the continuance of this Agreementhowever, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (db) The Trust may at any time terminate this This Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at terminated as to any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) Termination of this Agreement pursuant to this Section 5 shall be Fund without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way Manager, subject to the name approval of the Subadviser following Trustees, by vote of the Trustees, or by vote of a majority of the outstanding voting securities of such Fund at any annual or special meeting or by the Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement shall terminate automatically, without the payment of any penalty, in the event of its assignment or in the event that the Management Agreement with the Manager shall have terminated for any reason. (d) In the event of termination of this Agreement without Agreement, the Subadviser's consentFund will no longer use the name "Xxxxxxxx", "Xxxxxxxx Capital Management International" or "Xxxxxxxx Capital Management International Inc." in materials relating to the Fund except as may be required by lawthe 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until on April 2, 2018 or such other time as it is fully executed shall be agreed upon by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowManager and the Sub-Adviser, this Agreement and shall continue remain in full force and effect as to the Fund for a period of five years from continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust or the Effective Date.Manager may at any time terminate this Agreement as to the Fund by not more than sixty days‘ or less than thirty days‘ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser, or (b) Notwithstanding The Sub-Adviser may at any time terminate this Agreement as to the foregoingFund by not less than one hundred fifty days‘ written notice delivered or mailed by registered mail, if postage prepaid, to the Manager, or (c) If (i) the Trustees of the Trust Trust, or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate as to the Fund at the close of business on the second anniversary of the Effective Date, effective date hereof or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules Rules and regulations Regulations thereunder. (d) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall be effective as of the date executed, and shall remain in full force and effect as to each Fund continuously thereafter, until terminated as provided below: (a) This Agreement shall not become effective until such time Unless terminated as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowherein provided, this Agreement shall remain in full force and effect through May 30, 2003 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as to the Fund for a period of five years from the Effective Date. (b) Notwithstanding the foregoing, if such continuance is specifically approved at least annually (i) by the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares voting securities of the Fund, and (ii) by a vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or Trust, of the Manager, of any Sub-Adviser or of the SubadviserSIMNA Ltd., by vote cast in person at a meeting called for the purpose of voting on such approval; provided, do not specifically approve at least annually the continuance of this Agreementhowever, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (db) The Trust may at any time terminate this This Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at terminated as to any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) Termination of this Agreement pursuant to this Section 5 shall be Fund without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way Manager, subject to the name approval of the Subadviser following Trustees, by vote of the Trustees, or by vote of a majority of the outstanding voting securities of such Fund at any annual or special meeting or by the Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement shall terminate automatically, without the payment of any penalty, in the event of its assignment or in the event that the Management Agreement with the Manager shall have terminated for any reason. (d) In the event of termination of this Agreement without Agreement, the Subadviser's consentFund will no longer use the name "Schroder", "Xxxxxxxx Investment Management North America Inc." or "Xxxxxxxx Investment Management North America Ltd." in materials relating to the Fund except as may be required by lawthe 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Subadviser and the Effective Date.Tertiary Adviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees or the shareholders of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager, Subadviser or of the SubadviserTertiary Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Tertiary Adviser may continue to serve hereunder in a manner consistent with the 1940 Act Act, and the rules and regulations thereunder., or (dc) The Trust Subadviser may at any time terminate this Agreement upon 60 days prior by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Tertiary Adviser, and the Tertiary Adviser and may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser. Action by the Trust to effect such termination under paragraph (a) above may be taken either (i) by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) a. This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions below, this Agreement shall continue in full force and effect as to the Fund for a period of five years from the Effective Date. (b) b. Notwithstanding the foregoing, if (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser or of the Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing, if the continuance of this Agreement is c. submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) d. The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) e. Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) f. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by law.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement as to any Fund by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date. Sub-Adviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the a Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust Fund, the Manager, or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this AgreementAgreement with respect to such Fund, then this Agreement shall automatically terminate with respect to such Fund at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the such Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.Act, or (dc) The Trust Either party hereto may at any time terminate this Agreement upon 60 days prior as to any Fund by not less than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviserother party. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the particular Fund. (e) Either the Adviser or the Subadviser may at any time . Termination of this Agreement with respect to one Fund does not terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, with respect to the any other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowof April 30, this Agreement 2003 and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Adviser and the Effective Date.Sub-Adviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, Fund and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules Rules and regulations Regulations thereunder.; or (dc) The Trust Adviser may at any time terminate this Agreement upon 60 days prior by not less that ninety (90) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than ninety (90) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser. Action by the Trust to effect such termination Fund under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to the Fund for a period of five years from continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Effective Date.Manager and the Sub-Adviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules and regulations thereunder., or (dc) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party Sub-Adviser, and the Sub-Adviser may at any time terminate this Agreement by not less than 180 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust under (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become is effective until with respect to a Fund as of the date set forth opposite such time as it is fully executed by all parties Fund’s name on Schedule A hereto (the "Effective Date"). Subject to any early termination provisions below, this Agreement shall continue and will remain in full force and effect as to a Fund continuously thereafter (unless terminated automatically as set forth in Section 4 or terminated in accordance with the Fund for a period following paragraph) and will continue in effect until the second anniversary of five years the date of effectiveness. This Agreement, with respect to any Fund, will continue in effect from the Effective Date. (b) Notwithstanding the foregoing, if year to year thereafter so long as its continuance is approved at least annually by (i) the Trustees of the Trust Trustees, or the shareholders by the affirmative vote of a majority of the outstanding shares of the respective Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser or of the SubadviserIndependent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval; provided however, do that the foregoing requirement that the vote of the Independent Trustees be cast in person shall be deemed waived by the parties if and to the extent not specifically approve at least annually required by Section 15(c) of the continuance 1940 Act, the rules and regulations thereunder or any guidance or interpretation thereof, or regulatory relief therefrom, issued by the SEC or its staff. (b) Any approval, renewal or amendment of this AgreementAgreement with respect to a Fund by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of that Fund, then by the Trustees of the Trust, or by a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons ( as defined in the 0000 Xxx) of any such party, shall automatically terminate at be effective to approve, renew or amend the close Agreement with respect to that Fund notwithstanding (i) that the approval, renewal or amendment has not been so approved as to any other Fund, or (ii) that the approval, renewal or amendment has not been approved by the vote of business on the second anniversary a majority of the Effective Date, or upon outstanding voting securities (as defined in the expiration of one year from the effective date 0000 Xxx) of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long Trust as such continuance is approved in accordance with applicable lawa whole. (c) Notwithstanding the foregoing, if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) The Trust Either party hereto may at any time terminate this Agreement upon as to a Fund by not less than 60 days prior days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviserother party. Action by the Trust with respect to effect such termination a Fund may be taken either (i) by vote of a majority of its Trustees, the Trustees or (ii) by the affirmative vote of a majority of the outstanding shares of the such Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (fd) Termination of this Agreement pursuant to this Section 5 shall will be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowof September 1, this Agreement 2006 and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: a. The Fund may at any time terminate this Agreement by not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Adviser and the Effective Date.Sub-Adviser; or (b) Notwithstanding the foregoing, if b. If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, Fund and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this the Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules Rules and regulations Regulations thereunder.; or (d) c. The Trust Adviser may at any time terminate this Agreement upon 60 days prior by not less than ninety (90) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than ninety (90) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser. Action by the Trust to effect such termination Fund under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to the Fund for a period of five years from continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Effective Date.Manager and the Sub-Adviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules and regulations thereunder., or (dc) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party Sub-Adviser, and the Sub-Adviser may at any time terminate this Agreement by not less than 180 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust under (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall be effective as of the date executed, and shall remain in full force and effect as to each Fund continuously thereafter, until terminated as provided below: (a) This Agreement shall not become effective until such time Unless terminated as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowherein provided, this Agreement shall remain in full force and effect through May 30, 2003 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as to the Fund for a period of five years from the Effective Date. (b) Notwithstanding the foregoing, if such continuance is specifically approved at least annually (i) by the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares voting securities of the Fund, and (ii) by a vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the Subadviserany Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; provided, do not specifically approve at least annually the continuance of this Agreementhowever, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (db) The Trust may at any time terminate this This Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at terminated as to any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) Termination of this Agreement pursuant to this Section 5 shall be Fund without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way Manager, subject to the name approval of the Subadviser following Trustees, by vote of the Trustees, or by vote of a majority of the outstanding voting securities of such Fund at any annual or special meeting or by the Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement shall terminate automatically, without the payment of any penalty, in the event of its assignment or in the event that the Management Agreement with the Manager shall have terminated for any reason. (d) In the event of termination of this Agreement without Agreement, the Subadviser's consent, Fund will no longer use the name "Xxxxxxx Xxxxx" or "Xxxxxxx Xxxxx Asset Management" in materials relating to the Fund except as may be required by lawthe 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions below, this Agreement upon its execution; and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Adviser and the Effective Date.Sub-Adviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees Directors of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, Fund and (ii) a majority of the Trustees of the Trust Directors who are not interested persons of the Trust Fund or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules and regulations Rules of Regulations thereunder.; or (dc) The Trust Adviser may at any time terminate this Agreement upon 60 days prior by not less than ninety days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid to the Adviser. Action by the Trust to effect such termination Fund under (a) above may be taken either (i) by vote of a majority of its TrusteesDirectors, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by not more than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Adviser and the Effective Date.Sub-Adviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees Directors of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, Fund and (ii) a majority of the Trustees of the Trust Directors who are not interested persons of the Trust Fund or of the the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules Rules and regulations Regulations thereunder.; or (dc) The Trust Adviser may at any time terminate this Agreement upon 60 days prior by not less than ninety (90) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than ninety (90) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser. Action by the Trust to effect such termination Fund under (a) above may be taken either (i) by vote of a majority of its TrusteesDirectors, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement as to any Fund by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Sub-Adviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the a Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust Fund, the Manager, or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this AgreementAgreement with respect to such Fund, then this Agreement shall automatically terminate with respect to such Fund at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the such Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub- Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.Act; or (dc) The Trust Either party hereto may at any time terminate this Agreement upon 60 days prior as to any Fund by not less than sixty days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviserother party. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the particular Fund. (e) Either the Adviser or the Subadviser may at any time . Termination of this Agreement with respect to one Fund does not terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, with respect to the any other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 5) until terminated as follows: (a) The Trust may at any time terminate this Agreement by providing not more than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Subadviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the FundTrust, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Trust for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.; or (dc) The Trust Manager may at any time terminate this Agreement upon by not less than 60 days prior days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Subadviser, and the SubadviserSubadviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares Shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) Trust. Termination of this Agreement pursuant to this Section 5 6 shall be without the payment of any penalty by the Fundpenalty. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the Upon termination of this Agreement, the duties of the Manager delegated to the Subadviser under this Agreement without automatically revert to the Subadviser's consent, except as may be required by lawManager.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until with respect to a Fund upon its execution with respect to such time as it is fully executed by all parties Fund (or the effective date of an amendment to Schedule A hereto to add such Fund to this Agreement) (the "“Initial Effective Date"” for such Fund). Subject to any early termination provisions below, this Agreement and shall continue remain in full force and effect as to such Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto may at any time terminate this Agreement as to such Fund by not less than sixty days’ written notice to the Fund for a period of five years from the Effective Date.other party, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust Fund or of the Adviser Manager or of the Subadviserany other investment adviser to such Fund, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this AgreementAgreement with respect to such Fund, then this Agreement shall automatically terminate with respect to such Fund at the close of business on the second anniversary of the Initial Effective DateDate for such Fund, or upon the expiration of one year from the effective date of the last such continuancecontinuance for such Fund, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the such Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the SubadviserAct. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the particular Fund. (e) Either the Adviser or the Subadviser may at any time . Termination of this Agreement with respect to one Fund does not terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, with respect to the any other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (take effect upon the "Effective Date"). Subject to any early termination provisions below, this Agreement date first above written and shall continue remain in full force and effect continuously as to a Fund and a Class of shares thereof (unless terminated automatically as set forth in Section 14 hereof) until terminated: (a) Either by such Fund or such Class or the Fund for a period of five years from Distributor 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 Effective Date.other party; or (b) Notwithstanding Automatically as to any Fund or Class thereof at the foregoingclose of business one year from the date hereof, or upon the expiration of one year from the effective date of the last continuance of this Agreement, whichever is later, if (i) the continuance of this Agreement is not specifically approved at least annually by the Trustees of the Trust or the shareholders of such Fund or such Class by the affirmative vote of a majority of the outstanding shares of the Fundsuch Fund or such Class, and (ii) by a majority of the Trustees of the Trust who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Adviser Distribution Plan(s) or of the Subadviser, this Agreement by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing, if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination a Fund or a Class thereof under (a) above may be taken either (i) by vote of a majority the Trustees of its Trusteesthe Trust, or (ii) by the affirmative vote of a majority of the outstanding shares of such Fund or such Class. The requirement under (b) above that the Fund. (e) Either the Adviser or the Subadviser may at any time terminate continuance of this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to be "specifically approved at least annually" shall be construed in a manner consistent with the other party and the Fund. (f) 1940 Act. Termination of this Agreement pursuant to this Section 5 15 shall be without the payment of any penalty by the Fundpenalty. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of If this Agreement without the Subadviser's consentis terminated or not renewed with respect to one or more Funds or Classes thereof, except it may continue in effect with respect to any Fund or any Class thereof as may be required by lawto which it has not been terminated (or has been renewed).

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (and the "Effective Date")Consultant's registration as an investment adviser with the Securities and Exchange Commission on Form ADV becomes effective. Subject to any early termination provisions belowThereafter, this Agreement shall continue remain in full force and effect as to the Fund for a period of five years from continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Effective Date.Manager and the Consultant, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the SubadviserConsultant, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Consultant may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules and regulations thereunder., or (dc) The Trust Manager may at any time terminate this Agreement upon 60 days prior by not less than 45 days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Consultant, and the SubadviserConsultant may at any time terminate this Agreement by not less than 180 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to the Fund for a period of five years from continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Effective Date.Manager and the Sub-Adviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules and regulations thereunder., or (dc) The Trust Manager may at any time terminate this Agreement upon 60 days prior by not less than 45 days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than 180 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall be effective as of April 1, 1997, and shall remain in full force and effect as to each Fund continuously thereafter, until terminated as provided below: (a) This Agreement shall not become effective until such time Unless terminated as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowherein provided, this Agreement shall remain in full force and effect for a period of two years and shall continue in full force and effect for successive periods of one year thereafter, but only so long as to the Fund for a period of five years from the Effective Date. (b) Notwithstanding the foregoing, if such continuance is specifically approved at least annually (i) by the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares voting securities of the Fund, and (ii) by a vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the Subadviserany Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; provided however, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (db) The Trust may at any time terminate this This Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at terminated as to any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) Termination of this Agreement pursuant to this Section 5 shall be Fund without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way Manager, subject to the name approval of the Subadviser following Trustees, by vote of the Trustees, or by vote of a majority of the outstanding voting securities of such Fund at any annual of special meeting or by the Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement shall terminate automatically, without the payment of any penalty, in the event of its assignment or in the event that the Management Agreement with the Manager shall have terminated for any reason. (d) In the event of termination of this Agreement without agreement, the Subadviser's consentFund will no longer use the name "Xxxxxx Xxxxxxxxx XxXxxxx, Inc." or "CRM Advisors, LLC," in materials relating to the Fund except as may be required by lawthe 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Adviser and the Effective Date.sub-Adviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees Directors of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, Fund and (ii) a majority of the Trustees of the Trust Directors who are not interested persons of the Trust Fund or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules Rules and regulations Regulations thereunder.; or (dc) The Trust Adviser may at any time terminate this Agreement upon 60 days prior by not less than ninety (90) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than ninety (90) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser. Action by the Trust to effect such termination Fund under (a) above may be taken either (i) by vote of a majority of its TrusteesDirectors, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to the Fund for a period of five years from continuously thereafter (unless terminated automatically as set forth in Section 5) until terminated as follows: (a) The Fund may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Effective Date.Manager and the Portfolio Manager, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust Fund who are not interested persons of the Trust Fund or of the Adviser Manager or of the SubadviserPortfolio Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Portfolio Manager may continue to serve hereunder in a manner consistent with the 1940 Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder.thereunder (the “1940 Act”), or (dc) The Trust Manager may at any time terminate this Agreement upon by not less than 60 days prior days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Portfolio Manager, and the SubadviserPortfolio Manager may at any time terminate this Agreement by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust to effect such termination Fund under (a) above may be taken either (i) by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall take effect upon the date first above written and shall remain in force and effect continuously as to a Portfolio and a class of shares thereof (unless terminated automatically as set forth in Section 16 hereof) until terminated: (a) This Agreement shall Either by such Portfolio or such class or the Distributor by not become effective until such time as it is fully executed more than sixty (60) days’ nor less than thirty (30) days’ written notice delivered or mailed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowregistered mail, this Agreement shall continue in full force and effect as postage prepaid, to the Fund for a period of five years from the Effective Date.other party; or (b) Notwithstanding Automatically as to any Portfolio or class thereof at the foregoingclose of business two years from the date this Agreement became effective with respect to such Portfolio or class, or upon the expiration of one year from the effective date of the last continuance of this Agreement with respect to such Portfolio or class, whichever is later, if (i) the continuance of this Agreement is not specifically approved at least annually, beginning with the second year after the date this Agreement became effective with respect to such Portfolio or class, by the Trustees of the Trust or the shareholders of such Portfolio or such class by the affirmative vote of a majority of the outstanding shares of the Fundsuch Portfolio or such class, and (ii) by a majority of the Trustees of the Trust who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Adviser Class II Plan or of the Subadviser, this Agreement by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing, if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination a Portfolio or a class thereof under (a) above may be taken either (i) by vote of a majority the Trustees of its Trusteesthe Trust, or (ii) by the affirmative vote of a majority of the outstanding shares of such Portfolio or such class. The requirement under (b) above that the Fund. (e) Either the Adviser or the Subadviser may at any time terminate continuance of this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to be “specifically approved at least annually” shall be construed in a manner consistent with the other party 1940 Act and the Fund. (f) rules and regulations thereunder. Termination of this Agreement pursuant to this Section 5 17 shall be without the payment of any penalty by the Fundpenalty. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of If this Agreement without the Subadviser's consentis terminated or not renewed with respect to one or more Portfolios or classes thereof, except it may continue in effect with respect to any Portfolio or any class thereof as may be required by lawto which it has not been terminated (or has been renewed).

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (take effect upon the "Effective Date"). Subject to any early termination provisions below, this Agreement date first above written and shall continue remain in full force and effect continuously as to a Fund and a Class of shares thereof (unless terminated automatically as set forth in Section 14 hereof) until terminated: (a) Either by such Fund or such Class or the Fund for a period of five years from Distributor 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 Effective Date.other party; (b) Notwithstanding Automatically as to any Fund or Class thereof at the foregoingclose of business one year from the date hereof, or upon the expiration of one year from the effective date of the last continuance of this Agreement, whichever is later, if (i) the continuance of this Agreement is not specifically approved at least annually by the Trustees of the Trust or the shareholders of such Fund or such Class by the affirmative vote of a majority of the outstanding shares of the Fundsuch Fund or such Class, and (ii) by a majority of the Trustees of the Trust who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Adviser Distribution Plan(s) or of the Subadviser, this Agreement by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Date, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing, if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination a Fund or a Class thereof under (a) above may be taken either (i) by vote of a majority of its Trusteesthe Trustees of the Trust who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Distribution Plan(s) or this Agreement, or (ii) by the affirmative vote of a majority of the outstanding shares of such Fund or such Class. The requirement under (b) above that the Fund. (e) Either the Adviser or the Subadviser may at any time terminate continuance of this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to be "specifically approved at least annually" shall be construed in a manner consistent with the other party and the Fund. (f) 1940 Act. Termination of this Agreement pursuant to this Section 5 15 shall be without the payment of any penalty by the Fundpenalty. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of If this Agreement without the Subadviser's consentis terminated or not renewed with respect to one or more Funds or Classes thereof, except it may continue in effect with respect to any Fund or any Class thereof as may be required by lawto which it has not been terminated (or has been renewed).

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject upon its execution; provided, that with respect to any early termination provisions belowPortfolio now existing or hereafter created for which the subadviser performs investment advisory services under this Agreement, this Agreement shall continue not take effect unless it has first been approved (i) by a vote of the majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by a vote of a majority of that Portfolio's outstanding voting securities. This Agreement shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 5) until terminated as follows: (a) 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 Fund for a period of five years from Manager and the Effective Date.Subadviser; or (b) Notwithstanding the foregoingWith respect to any Portfolio, if (i) the Trustees of the Trust or the shareholders of a Portfolio by the affirmative vote of a majority of the outstanding shares of the Fundsuch Portfolio, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the Subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund any Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.thereunder with respect to that Portfolio; or (dc) The Trust Manager may at any time terminate this Agreement upon with respect to any or all Portfolios by not less than 60 days prior days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Subadviser, and the SubadviserSubadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust under paragraph (a) above with respect to effect such termination any Portfolio may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares Shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) such Portfolio. Termination of this Agreement pursuant to this Section 5 6 shall be without the payment of any penalty by the Fundpenalty. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the Upon termination of this Agreement, the duties of the Manager delegated to the Subadviser under this Agreement without automatically revert to the Subadviser's consent, except as may be required by lawManager.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become is effective until with respect to a Fund as of the date set forth opposite such time as it is fully executed by all parties Fund’s name on Schedule A hereto (the "Effective Date"). Subject to any early termination provisions below, this Agreement shall continue and will remain in full force and effect as to a Fund continuously thereafter (unless terminated automatically as set forth in Section 4 or terminated in accordance with the Fund for a period following paragraph) and will continue in effect until the first anniversary of five years the date of effectiveness. This Agreement, with respect to any Fund, will continue in effect from the Effective Date. (b) Notwithstanding the foregoing, if year to year thereafter so long as its continuance is approved at least annually by (i) the Trustees of the Trust Trustees, or the shareholders by the affirmative vote of a majority of the outstanding shares of the respective Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser or of the SubadviserIndependent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval; provided however, do that the foregoing requirement that the vote of the Independent Trustees be cast in person shall be deemed waived by the parties if and to the extent not specifically approve at least annually required by Section 15(c) of the continuance 1940 Act, the rules and regulations thereunder or any guidance or interpretation thereof, or regulatory relief therefrom, issued by the SEC or its staff. (b) Any approval, renewal or amendment of this AgreementAgreement with respect to a Fund by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of that Fund, then by the Trustees of the Trust, or by a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, shall automatically terminate at be effective to approve, renew or amend the close Agreement with respect to that Fund notwithstanding (i) that the approval, renewal or amendment has not been so approved as to any other Fund, or (ii) that the approval, renewal or amendment has not been approved by the vote of business on the second anniversary a majority of the Effective Date, or upon outstanding voting securities (as defined in the expiration of one year from the effective date 1940 Act) of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long Trust as such continuance is approved in accordance with applicable lawa whole. (c) Notwithstanding the foregoing, if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (d) The Trust Either party hereto may at any time terminate this Agreement upon as to a Fund by not less than 60 days prior days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviserother party. Action by the Trust with respect to effect such termination a Fund may be taken either (i) by vote of a majority of its Trustees, the Trustees or (ii) by the affirmative vote of a majority of the outstanding shares of the such Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (fd) Termination of this Agreement pursuant to this Section 5 shall will be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement as to any Fund by written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Manager and the Effective Date.Sub-Adviser, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the a Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust Fund or of the Manager, the Sub-Adviser or of the Subadviserany Portfolio Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this AgreementAgreement with respect to such Fund, then this Agreement shall automatically terminate with respect to such Fund at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the such Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.Act, or (dc) The Trust Either party hereto may at any time terminate this Agreement upon 60 days prior as to any Fund by sixty days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviserother party. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the particular Fund. (e) Either the Adviser or the Subadviser may at any time . Termination of this Agreement with respect to one Fund does not terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, with respect to the any other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to the Fund for a period of five years from continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Effective Date.Manager and the Portfolio Manager, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust Fund who are not interested persons of the Trust Fund or of the Adviser Manager or of the SubadviserPortfolio Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the - continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Portfolio Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.Act, or (dc) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party Portfolio Manager, and the Portfolio Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Fund under (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as to the Fund for a period of five years from the Effective Date.set forth in Section 4) until terminated as follows: (a) The Trust may at any time terminate this Agreement by not more than sixty days' written notice delivered or mailed by registered mail, postage (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Adviser Manager or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate as at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules Rules and regulations Regulations thereunder., or (dc) The Trust Manager may at any time terminate this Agreement upon 60 days prior by not less than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub-Adviser may at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Trust to effect such termination under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect as to the Fund for a period of five years from continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Effective Date.Manager and the Portfolio Manager, or (b) Notwithstanding the foregoing, if If (i) the Trustees of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust Fund who are not interested persons of the Trust Fund or of the Adviser Manager or of the SubadviserPortfolio Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the - continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Portfolio Manager may continue to serve hereunder in a manner consistent with the 1940 Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder.thereunder (the "1940 Act"), or (dc) The Trust may at any time terminate this Agreement upon 60 days prior written notice delivered or mailed by registered mail, postage prepaid, to the Adviser and the Subadviser. Action by the Trust to effect such termination may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party Portfolio Manager, and the Portfolio Manager may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager. Action by the Fund under (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. (a) This Agreement shall not become effective until such time as it is fully executed by all parties hereto (the "Effective Date"). Subject to any early termination provisions belowupon its execution, this Agreement and shall continue remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) The Fund may at any time terminate this Agreement by not more than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Fund for a period of five years from Adviser and the Effective Date.Sub-Adviser; or (b) Notwithstanding the foregoing, if If (i) the Trustees Directors of the Trust Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, Fund and (ii) a majority of the Trustees of the Trust Directors who are not interested persons of the Trust Fund or of the Adviser or of the SubadviserSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of the Effective Dateits execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later. This Agreement may continue in effect following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. (c) Notwithstanding the foregoing; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Subadviser Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Act and the rules Rules and regulations Regulations thereunder.; or (dc) The Trust Adviser may at any time terminate this Agreement upon 60 days prior by not less than ninety (90) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser Sub-Adviser, and the SubadviserSub- Adviser may at any time terminate this Agreement by not less than ninety (90) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser. Action by the Trust to effect such termination Fund under (a) above may be taken either (i) by vote of a majority of its TrusteesDirectors, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. (e) Either the Adviser or the Subadviser may at any time terminate this Agreement by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party and the Fund. (f) . Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty by the Fund. Neither the Adviser nor the Trust shall use or refer in any way to the name of the Subadviser following the termination of this Agreement without the Subadviser's consent, except as may be required by lawpenalty.