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

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the 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 by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the 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 Fund who are not interested persons of the Fund or of the Manager or any 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 Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the 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 by not more than sixty days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the 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 Fund who are not interested persons of the Fund or of the Manager or any 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 Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the 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 by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Board of Trustees of the Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the FundTrust, and (ii) a majority of the Board of Trustees of the Fund who are not interested persons of the Fund Trust or of the Manager or any Portfolio ManagerAdvisor, as defined in the Investment Company Act of 1940, as amended, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Trust for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Advisor may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Actand the rules and regulations thereunder. Action by the Fund Trust 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 of the FundTrust. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 45) until terminated as follows: (a) 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 other party, or (b) If (i) the Trustees of the 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 Fund who are not interested persons of the Fund or of the Manager or any 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 Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 45) until terminated as follows: (a) Either Any party hereto may at any time terminate this Agreement by not more than sixty days' ’ written notice delivered or mailed by electronic mail, registered mail, postage prepaid, to the each other party, ; or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund or of Trust, the Manager or any Portfolio Managerthe Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second first anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 ActAct and the rules and regulations thereunder. Action by the Fund Trust 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. Termination of this Agreement pursuant to this Section 5 section shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund each Portfolio 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 any Portfolio by not more less than sixty days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund Portfolio or of the Manager or any Portfolio Managerother investment adviser to such Portfolio, 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 its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund such Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the Fund Trust 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 Fundparticular Portfolio. Termination of this Agreement with respect to one Portfolio does not terminate this Agreement with respect to any other Portfolio. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto or, with respect to any Portfolio, the related Fund may at any time terminate this Agreement by not more than sixty days' ’ nor less than thirty days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If With respect to any Portfolio, if (i) the Trustees of the related Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the such Fund, and (ii) a majority of the Trustees of the such Fund who are not interested persons of the such Fund or of the Manager or any Portfolio ManagerAdviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, howeveror (c) With respect to any Fund, that if the continuance of this Agreement is submitted to the shareholders automatically upon termination of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent Adviser’s investment management contract with the 1940 ActFund. Action by the a 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 such Fund. Termination of this Agreement pursuant to this Section 5 shall will be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 45) until terminated as follows: (a) Either Any party hereto may at any time terminate this Agreement by not more than sixty days' ’ written notice delivered or mailed by electronic mail, registered mail, postage prepaid, to the each other party, ; or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund or of Trust, the Manager or any Portfolio Managerthe Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 ActAct and the rules and regulations thereunder. Action by the Fund Trust 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. Termination of this Agreement pursuant to this Section 5 section shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the each 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 any Fund by not more less than sixty days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund or of the Manager or any Portfolio Managerother 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 its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the such Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the Fund Trust 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. Termination of this Agreement with respect to one Fund does not terminate this Agreement with respect to any other Fund. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through May 30, postage prepaid2004 and shall continue in full force and effect for successive periods of one year thereafter, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Xxxxxxxx Associates LLC" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the 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 by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund Trust, the Manager or of the Manager or any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 (the "1940 Act") and the rules and regulations thereunder. Action by the Fund Trust 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the 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 by not more than sixty days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund Trust or of the Manager or any Portfolio ManagerAdviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Actand the rules and regulations thereunder. Action by the Fund Trust 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as to a Fund as follows: (a) Either party hereto The Trust may at any time terminate this Agreement with respect to a Fund by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other partyAdviser and the Sub-adviser, or (b) If (i) the Trustees of the Fund or the shareholders of the Trust by the affirmative vote of a majority of the outstanding shares of the a Fund, and (ii) a majority of the Trustees of the Fund who are not interested persons of the Fund Trust or of the Manager Adviser or any Portfolio Managerof the Sub-adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the a Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940, as amended (the 1940 Act), and the rules and regulations thereunder, or (c) The Adviser 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 Sub- adviser, and the Sub-adviser may at any time terminate this Agreement by not less than 60 day's written notice delivered or mailed by registered mail, postage prepaid, to the Adviser. Action by the Fund Trust 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 applicable Fund. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through January 2, postage prepaid2000, to the other partyand shall continue in full force and effect for successive periods of one year thereafter, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Xxxxxx Xxxxxxxxx XxXxxxx, Inc." or "Xxxxxx Xxxxxxxxx XxXxxxx, LLC" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through _______________ and shall continue in full force and effect for successive periods of one year thereafter, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub- Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "______________" or "_________________" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 45) until terminated as follows: (a) Either Any 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 each other party, ; or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund or of Trust, the Manager or any Portfolio Managerthe Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Actand the rules and regulations thereunder. Action by the Fund Trust 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. Termination of this Agreement pursuant to this Section 5 section shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto 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 other partyManager and the Subadviser, or (b) If (i) the Trustees of the Fund or the shareholders of the Trust by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Fund who are not interested persons of the Fund Trust or of the Manager or any Portfolio Managerof 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 its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action by , and the Fund under rules and regulations thereunder, or (ac) above The Manager 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. Termination of at any time terminate this Agreement pursuant by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Section 5 shall be without Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to the payment of any penaltyManager.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund a particular Portfolio 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 by as to any Portfolio on not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the Fund Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fundsuch Portfolio, and (ii) a majority of the Trustees of the Fund Trust who are not interested persons of the Fund Trust or of the Manager or any Portfolio ManagerAdviser, 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 with respect to such Portfolio at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund such Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Actand the rules and regulations thereunder. Action by the Fund Trust under (a) above may be taken either (i) by vote of a majority of its Trustees, Trustees or (ii) by the affirmative vote of a majority of the outstanding shares of the Fundrelevant Portfolio affected. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through January 9, postage prepaid2000, to the other partyand shall continue in full force and effect for successive periods of one year thereafter, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Cambiar Investors, Inc." in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its executionSeptember 15, 2000 [date of shareholder approval], and shall remain in full force and effect as to the 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 by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund Trust, the Manager or of the Manager or any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 (the "1940 Act") and the rules and regulations thereunder. Action by the Fund Trust 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of January 1, 1998, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall 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, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Cambiar Investors, Inc" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of ___________, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall 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, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Xxxxxx Xxxxxxxxx XxXxxxx, Inc." or "Xxxxxx Xxxxxxxxx XxXxxxx, LLC" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto 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 other partyManager and the Portfolio Manager, or (b) If (i) the Trustees of the 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 Fund who are not interested persons of the Fund or of the Manager or any of the 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 Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, -------- ------- that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Portfolio Manager may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder (the "1940 ---- Act"), or (c) The 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 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 its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of January 1, 1998, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall 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, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub- Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Xxxxxxx, Xxxxxxx & Xxxxx, Inc." in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the Sub-Adviser's Portion of the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through May 30, postage prepaid2005 and shall continue in full force and effect for successive periods of one year thereafter, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to the Sub-Adviser's Portion of the Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through May 30, postage prepaid2001 and shall continue in full force and effect for successive periods of one year thereafter, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name, "Western Asset Management Company", "Western Asset Management", "Western Asset", "WAMCO" and WAM" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through _______________ and shall continue in full force and effect for successive periods of one year thereafter, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub- Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "TCW Investment Management Company" or "The TCW Group" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as follows:provided below: 2 (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through May 30, postage prepaid1999 and shall continue in full force and effect for successive periods of one year thereafter, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub- Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "X.X. Xxxxxx Investment Management Inc." or "X.X. Xxxxxx" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall continue in full force and effect for successive periods of one year, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Xxxxxxxx Associates LLC" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of January 1, 1998, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall 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, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Cambiar Investors, Inc." in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through May 30, postage prepaid2002 and shall continue in full force and effect for successive periods of one year thereafter, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) this Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Massachusetts Financial Services Company," "MFS Investment Management" or any other derivative thereof in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the 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 by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund Trust, the Manager or of the Manager or any Portfolio ManagerSub- Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 (the "1940 Act") and the rules and regulations thereunder. Action by the Fund Trust 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the each 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 any Fund by not more less than sixty days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund or of the Manager or any Portfolio Managerother 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 its executionthe Effective Date set forth in Schedule A, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the such Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the Fund Trust 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. Termination of this Agreement with respect to one Fund does not terminate this Agreement with respect to any other Fund. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall continue in full force and effect for successive periods of one year, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through May 30, postage prepaid2001 and shall continue in full force and effect for successive periods of one year thereafter, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust, of the Manager, of any Sub-Adviser or of the Manager or any Portfolio ManagerWAMCL, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name, "Western Asset Management Company", "Western Asset Management Company Limited", "Western Asset Management", "Western Asset", "WAMCO", "WAMCL" and WAM" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the 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 by not more than sixty days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the 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 Fund who are not interested persons of the Fund or of the Manager or any Portfolio Managerother investment adviser to the 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 Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto 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 other party, Adviser and the Sub-Adviser; or (b) If Unless either (i) the Trustees shareholders of the Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and Fund or (ii) a majority of the Trustees of the Fund Directors who are not parties to the Agreement or interested persons of the Fund or of the Manager Adviser or any Portfolio Managerof the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action by Act and the Fund under rules and regulations thereunder; or (ac) above The Adviser 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. Termination of at any time terminate this Agreement pursuant by not less than ninety days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser, and the Sub-Adviser may at any time terminate this Section 5 shall be without Agreement by not less than ninety days' written notice delivered or mailed by registered mail, postage prepaid, to the payment of any penaltyAdviser.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto The Trust may at any time terminate this Agreement Agreemen by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other partyManager and the Sub-Adviser, or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund Trust or of the Manager or any Portfolio Managerof the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Actand the rules and regulations thereunder, or (c) The Manger 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 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 Fund Trust 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective take effect upon its execution, the date first above written and shall remain in full force and effect continuously as to the any Fund continuously thereafter and each Class of shares thereof (unless terminated automatically as set forth in Section 414 hereof) until terminated as followsterminated: (a) Either party hereto may at any time terminate this Agreement (i) by such Fund or such Class by the affirmative vote of a majority of the outstanding shares of the Trust, or by a vote of the majority of the Independent Trustees, or (ii) by the Distributor, in each case upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, ; or (b) If (i) Automatically as to any Fund or Class thereof at the close of business one year from the date hereof, or upon the expiration of one year from the effective date of the last proper continuance of this Agreement, whichever is later, if the continuance of this Agreement is not specifically approved at least annually by the Trustees of the Fund or the shareholders 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 Independent Trustees of the Fund who are not interested persons of the Fund or of the Manager or any 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 Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, . The requirement under (b) above 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 Manager may continue to serve hereunder be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act. Action by the 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. Termination of this Agreement pursuant to this Section 5 15 shall be without the payment of any penalty. If this Agreement is terminated or not renewed with respect to one or more Funds or Classes thereof, it may continue in effect with respect to any Fund or any Class thereof as to which it has not been terminated or has been renewed.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall continue in full force and effect for successive periods of one year, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the 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 the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through _______________ and shall continue in full force and effect for successive periods of one year thereafter, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "______________" or "_________________" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto 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 other partyManager and the Sub-Adviser, or (b) If (i) the Trustees of the 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 Fund who are not interested persons of the Fund or of the Manager Manager, the Sub-Adviser or any 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 Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act, or (c) 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 other party. Action by the 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto 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 other partySub-Adviser, the Portfolio Manager and the Manager, or (b) If (i) the Trustees of the 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 Fund who are not interested persons of the Fund or of the Manager Sub-Adviser or any of the 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 Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Portfolio Manager may continue to serve hereunder in a manner consistent with the 1940 Act, or (c) The Sub-Adviser 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 Portfolio Manager and the 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 Sub-Adviser and the Manager. Action by the 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto 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 other partyManager and the Sub-Adviser, or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund Trust or of the Manager or any Portfolio Managerof the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder (the "1940 Act"), or (c) The 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 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 Fund Trust 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through May 30, postage prepaid2000 and shall continue in full force and effect for successive periods of one year thereafter, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub- Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "TCW Investment Management Company" or "The TCW Group" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through May 30, postage prepaid2003 and shall continue in full force and effect for successive periods of one year thereafter, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Xxxxxxx Sachs" or "Xxxxxxx Xxxxx Asset Management" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto 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 other partyManager and the Sub-Adviser, or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund Trust or of the Manager or any Portfolio Managerof the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate as at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of such (c) The Manager may at any time terminate this Agreement as provided hereinby not less than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager Sub-Adviser, and the Sub-Adviser may continue at any time terminate this Agreement by not less than 90 days' written notice delivered or mailed by registered mail, postage prepaid, to serve hereunder in a manner consistent with the 1940 ActManager. Action by the Fund Trust 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This (a) Unless terminated as herein provided, this Agreement shall become effective upon its execution, and shall remain in full force and effect for a period of two years from the date of its execution, and shall continue in full force and effect for successive periods of one year thereafter, but only so long as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto may such continuance is specifically approved at any time terminate this Agreement by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager Adviser or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated at any time without the payment of any penalty (i) by the Fund under Adviser, (aii) above may be taken either by vote of the Trustees, (iiii) by vote of a majority of its Trustees, the outstanding voting securities of the Fund or (iiiv) by the affirmative vote of a majority of the outstanding shares of the Fund. Termination of this Sub-Adviser, in each case on sixty days’ written notice. (c) This Agreement pursuant to this Section 5 shall be terminate automatically, without the payment of any penalty, in the event of its assignment or in the event that the Management Agreement with the Adviser shall have terminated for any reason. (d) In the event of termination of this Agreement, the Fund will no longer use the name “Cambiar Investors LLC” in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder. All rights to the name “Alpha Analytics” belong to the Adviser.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the 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 by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the 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 Fund who are not interested persons of the Fund or of the Manager or any 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 Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance -------- ------- of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its executionon the first date written above, and shall remain in full force and effect as to the Fund continuously thereafter with respect to each Fund (unless terminated automatically as set forth in Section 43) until terminated as follows: (a) Either party hereto 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 other partyManager and the Subadviser, or (b) If b. Unless sooner terminated as provided herein, this Agreement will continue in effect for a period of two years from the date hereof. Thereafter, if not terminated, this Agreement will continue in effect as to a Fund for successive annual periods, provided such continuance is specifically approved at least annually (i) the Trustees of the Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the those Trustees of the Fund who are not interested persons of the Fund or of the Manager or any Portfolio Managerparty to 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 its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the Fund under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative Trustees or by vote of a majority of the outstanding shares voting securities of the such Fund. Termination of Notwithstanding the foregoing, this Agreement pursuant may be terminated as to this Section 5 shall be any Fund at any time, without the payment of any penalty, by the Trust (by vote of the Trustees or by vote of a majority of the outstanding voting securities of such Fund), by the Manager or by the Subadviser, upon not less than 60 days' written notice. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested persons" and "assignment" have the same meaning as the meaning of such terms in the 1940 Act).

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of January 1, 1998, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall 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, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub- Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Xxxxxx Xxxxxxx Asset Management, Inc." in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the 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 by not more less than sixty days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the Fund Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the FundSubsidiary, and (ii) a majority of the Trustees of the Fund Trust who are not interested persons of the Fund Subsidiary or of the Manager or any Portfolio Managerother investment adviser to the Subsidiary, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Subsidiary for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the Fund Trust 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 FundSubsidiary. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of January __, 1998, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall 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, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Xxxxxxxx Capital Management International" or "Xxxxxxxx Capital Management International Inc." in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This (a) Unless terminated as herein provided, this Agreement shall become effective upon its execution, and shall remain in full force and effect for a period of two years from the date of its execution, and shall continue in full force and effect for successive periods of one year thereafter, but only so long as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto may such continuance is specifically approved at any time terminate this Agreement by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager Adviser or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated at any time without the payment of any penalty (i) by the Fund under Adviser, (aii) above may be taken either by vote of the Trustees, (iiii) by vote of a majority of its Trustees, the outstanding voting securities of the Fund or (iiiv) by the affirmative vote of a majority of the outstanding shares of the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be terminate automatically, without the payment of any penalty, in the event of its assignment or in the event that the Management Agreement with the Adviser shall have terminated for any reason. (d) In the event of termination of this Agreement, the Fund will no longer use the name "Cambiar Investors, Inc." in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder. All rights to the name "Alpha Analytics" belong to the Adviser.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the 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 by not more than sixty days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the 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 Fund who are not interested persons of the Fund or of the Manager or any 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 Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; : provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through May 30, postage prepaid2002 and shall continue in full force and effect for successive periods of one year thereafter, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Xxxxxxxx Associates LLC" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 45) until terminated as follows: (a) 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 other party, or (b) If (i) the Trustees of the 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 Fund who are not interested persons of the Fund or of the Manager or any 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 Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of January 1, 1998, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall 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, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Xxxxxxxxxx Asset Management, LLC in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of the date executed, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall remain in full force and effect through May 30, postage prepaid2002 and shall continue in full force and effect for successive periods of one year thereafter, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "TCW Investment Management Company" or "The TCW Group" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become be effective upon its executionas of January 1, 1997, and shall remain in full force and effect as to the each Fund continuously thereafter (unless terminated automatically as set forth in Section 4) thereafter, until terminated as followsprovided below: (a) Either party hereto may at any time terminate Unless terminated as herein provided, this Agreement by not more than sixty days' written notice delivered or mailed by registered mailshall 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, postage prepaid, to the other party, or (b) If but only so long as such continuance is specifically approved at least annually (i) by the Trustees of the Fund 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 Fund who are not interested persons of the Fund Trust or of the Manager or of any Portfolio ManagerSub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act. Action Act and the rules and regulations thereunder. (b) This Agreement may be terminated as to any Fund without the payment of any penalty by the Fund under (a) above may be taken either (i) Manager, subject to the approval of the Trustees, by vote of a majority of its the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares voting securities of such Fund at any annual or special meeting or by the Fund. Termination of this Sub-Adviser, in each case on sixty days' written notice. (c) This Agreement pursuant to this Section 5 shall be 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, the Fund will no longer use the name "Cxxxxx Rxxxxxxxx MxXxxxx, Inc." or "CRM Advisors, LLC" in materials relating to the Fund except as may be required by the 1940 Act and the rules and regulations thereunder.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the each 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 any Fund by not more than sixty days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or (b) If (i) the Trustees of the Fund 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 Fund Trust who are not interested persons of the Fund or of the Manager or any Portfolio Managerother 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 its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the such Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act. Action by the Fund Trust 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. Termination of this Agreement with respect to one Fund does not terminate this Agreement with respect to any other Fund. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto The Fund may at any time terminate this Agreement by not more less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, Adviser and the Sub-Adviser; or (b) If (i) the Trustees Directors of the 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 Fund Directors who are not interested persons of the Fund or of the Manager Adviser or any Portfolio Managerof the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is whichever, later; 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 Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Actand the Rules and Regulations thereunder; or (c) The Adviser may at any time terminate this Agreement by not less that ninety (90) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser, and the Sub-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 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 share of the Fundfund. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows: (a) Either party hereto The Fund may at any time terminate this Agreement by not more less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, Adviser and the Sub-Adviser; or (b) If (i) the Trustees Directors of the 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 Fund Directors who are not interested persons of the Fund or of the Manager the Adviser or any Portfolio Managerof the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; ;: provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager Sub-Adviser may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 Actand the Rules and Regulations thereunder; or (c) The 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 Sub-Adviser, and the Sub-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 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. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.