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

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue for one year from the effective dates specified in Exhibit A and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective with respect to a Fund as of the effective date specified in Exhibit A and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue for one year two years from the effective dates specified in Exhibit A and renew for one year terms shall continue thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminatedterminated as set forth below. (b) This Agreement shall continue in effect for one year a period of more than two years from the effective dates specified in Exhibit A and renew for one year terms thereafter date hereof only so long as continuance is specifically approved: (i) approved at least annually by the Trustees, including a majority Board of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, securities of the Fund as permitted required by the 1940 Act; provided, however, that this Agreement may be terminated at any time without the payment of any penalty: (i) by the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund; (ii) by the Adviser on 60 days’ ' written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 60 days’ ' written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (ec) This Except to the extent permitted by the 1940 Act or the rules or regulations thereunder or pursuant to any exemptive relief granted by the Securities and Exchange Commission ("SEC"), this Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) of a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities of the Fund (unless such approval is not required by Section 15 of the 1940 Act)Act as interpreted by the SEC or its staff) and by the vote of a majority of the Independent Trustees. (d) Termination will be without prejudice to the completion of any transaction already initiated. On, or after, the effective date of termination, the Sub-Adviser shall be entitled, without prior notice to the Adviser or the Fund, to direct the Custodian to retain and/or realize any assets of the Fund as may be required to settle transactions already initiated. Following the date of effective termination, any new transactions will only be executed by mutual agreement between the Adviser and the Sub-Adviser.

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue in effect for one year two years from the effective dates specified in Exhibit A date hereof, and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the Fund’s board of trustees or by vote of a majority of the Fund’s outstanding voting securities, securities on 60 days’ written notice to the Sub-Adviser or as otherwise permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue for one year from the effective dates specified in Exhibit A and renew for one one-year terms and thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the Fund’s board of trustees or the vote of a majority of the Fund’s outstanding voting securities, on 60 days’ written notice to the Sub-Adviser or as otherwise permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 60 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue in effect for one year two years from the effective dates specified in Exhibit A date hereof, and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Subadvised Fund’s shareholders, by the affirmative vote of a majority of the Subadvised Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement; provided, however, that the Sub-Adviser’s assignment or delegation of its services or duties to any affiliated or unaffiliated persons, to the extent expressly permitted by and in accordance with the requirements of Section 1(l) of this Agreement, shall not be deemed an “assignment” or “delegation” for purposes of this paragraph (c). (d) This Agreement also may be terminated without the payment of any penalty: (i) by the Fund’s board of trustees or the vote of a majority of the Fund’s outstanding voting securities, on 60 days’ written notice to the Sub-Adviser or as otherwise permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Subadvised Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue for one year from the effective dates specified in Exhibit A date hereof until September 30, 2013 and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue in effect for one year two years from the effective dates specified in Exhibit A and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities, as such term is defined under the 1940 Act. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue in effect for one year two years from the effective dates specified in Exhibit A date hereof, and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue for one year from the effective dates specified in Exhibit A and renew for one one-year terms and thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the Fund’s board of trustees or the vote of a majority of the Fund’s outstanding voting securities, on 60 days’ written notice to the Sub-Adviser or as otherwise permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue for one year from the effective dates specified in Exhibit A and renew for one one-year terms and thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the Fund’s board of trustees or the vote of a majority of the Fund’s outstanding voting securities, on 60 days’ written notice to the Sub-Adviser or as otherwise permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).. Subadvisory Agreement LVIP BlackRock Multi-Asset Income Fund:1481216_7

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A and shall remain in full force and effect continuously thereafter until terminated... (b) This Agreement shall continue for one year from the effective dates specified in Exhibit A until September 30, 2013 and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s 's shareholders, by the affirmative vote of a majority of the Fund’s 's outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s 's outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ ' written notice to the Sub-Adviser; (iii) by the Sub-Sub- Adviser on 90 days’ ' written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s 's outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminatedterminated as set forth below. This Agreement shall automatically terminate in the event of its assignment or in the event of termination of the Investment Management Agreement. (b) This Agreement shall continue in effect for one year a period of more than two years from the effective dates specified in Exhibit A and renew for one year terms thereafter date hereof only so long as continuance is specifically approved: (i) approved at least annually by the Trustees, including a majority Board of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, securities of the Fund as permitted required by the 1940 Act; provided, however, that this Agreement may be terminated at any time without the payment of any penalty: (i) by written notice to the Sub-Adviser that the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on 7 days written notice to Sub- Adviser has determined to terminate the Sub-Adviser; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 60 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (ec) This Except to the extent permitted by the Investment Company Act of 1940 or the rules or regulations thereunder or pursuant to any exemptive relief granted by the Securities and Exchange Commission (“SEC”), this Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) of a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities of the Fund (unless such approval is not required by Section 15 of the Investment Company Act of 1940 Act)as interpreted by the SEC or its staff) and by the vote of a majority of the Independent Trustees.

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue in effect for one year a period of two years from the effective dates specified in Exhibit A date hereof and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually armually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s 's shareholders, by the affirmative vote of a majority of the Fund’s 's outstanding voting securities. (c) This Agreement shall automatically terminate tetminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated tetminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s 's outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ ' written notice to the Sub-Adviser; or (iii) by the Sub-Sub­ Adviser on 90 days’ ' written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be maybe amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s 's outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue for one year from the effective dates specified in Exhibit A date hereof until September 30, 2013 and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting ofvoting on such approval; or (ii) if presented to the Fund’s 's shareholders, by the affirmative vote of a majority of the Fund’s 's outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s 's outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ ' written notice to the Sub-Adviser; or (iii) by the Sub-Sub­ Adviser on 90 days’ ' written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s 's outstanding voting securities (unless such approval is not required by Section 15 of the ofthe 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminatedterminated as set forth below. (b) This Agreement shall continue in effect for one year a period of more than two years from the effective dates specified in Exhibit A and renew for one year terms thereafter date hereof only so long as continuance is specifically approved: (i) approved at least annually by the Trustees, including a majority Board of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, securities of the Fund as permitted required by the 1940 Act; provided, however, that this Agreement may be terminated at any time without the payment of any penalty: (i) by the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Find; (ii) by the Adviser on 60 days’ ' written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 60 days’ ' written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (ec) This Except to the extent permitted by the 1940 Act or the rules or regulations thereunder or pursuant to any exemptive relief granted by the Securities and Exchange Commission ("SEC"), this Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) of a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities of the Fund (unless such approval is not required by Section 15 of the 1940 Act)Act as interpreted by the SEC or its staff) and by the vote of a majority of the Independent Trustees, (d) Termination will be without prejudice to the completion of any transaction already initiated. On, or after, the effective date of termination, the Sub-Adviser shall be entitled, without prior notice to the Adviser or the Fund, to direct the Custodian to retain and/or realize any assets of the Fund as may be required to settle transactions already initiated. Following the date of effective termination, any new transactions will only be executed by mutual agreement between the Adviser and the Sub-Adviser.

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue in effect for one year a period of two years from the effective dates specified in Exhibit A date hereof and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue for one year from the effective dates specified in Exhibit A until September 30, 2013 and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above and shall remain in full force and effect continuously thereafter until terminatedterminated in accordance with this Agreement. (b) This Agreement shall continue in effect for one year two years from the effective dates specified in Exhibit A date hereof, and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the TrusteesDirectors, including a majority of the Trustees Directors who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Subadvised Fund’s shareholders, by the affirmative vote of a majority of the Subadvised Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement; provided, however, that the Sub-Adviser’s assignment or delegation of its services or duties to any affiliated or unaffiliated persons, to the extent expressly permitted by and in accordance with the requirements of Section 1(l) of this Agreement, shall not be deemed an “assignment” or “delegation” for purposes of this paragraph (c). (d) This Agreement also may be terminated without the payment of any penalty: (i) by the Fund’s Board of Directors or the vote of a majority of the Fund’s outstanding voting securities, on 30 days’ written notice to the Sub-Adviser or as otherwise permitted by the 1940 Act; (ii) by the Adviser on 60 30 days’ written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees Directors who are not interested persons; and (ii) a majority of the Subadvised Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act). (f) In the event of termination of this Agreement, Sections 2, 7, 9 and 10 of this Agreement shall survive such termination of this Agreement.

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue for one year from the effective dates specified in Exhibit A date hereof until September 30, 2013 and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securitiessecurities as required by the 1940 Act. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; or (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 of the 1940 Act).

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A of this Agreement (“effective date”) and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue for one year from the effective dates specified in Exhibit A date until two years from the effective date and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s shareholders, by the affirmative vote of a majority of the Fund’s outstanding voting securities. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s outstanding voting securities, as permitted by the 1940 ActAct (with the Parent Company passing through the right to vote on termination of the Agreement to its shareholders); (ii) by the Adviser on 60 days’ written notice to the Sub-Adviser; (iii) by the Sub-Adviser on 90 days’ written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested personsBoard; and (ii) a majority of the Fund’s outstanding voting securities (unless such approval is not required by Section 15 members of the 1940 Act)Trust Board who are not interested persons.

EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT. (a) This Agreement shall become effective as of the date specified in Exhibit A first written above and shall remain in full force and effect continuously thereafter until terminated. (b) This Agreement shall continue for one year from the effective dates specified in Exhibit A date hereof until September 30, 2013 and renew for one year terms thereafter only so long as continuance is specifically approved: (i) at least annually by the Trustees, including a majority of the Trustees who are not interested persons, cast in person at a meeting called for the purpose of voting on such approval; or (ii) if presented to the Fund’s 's shareholders, by the affirmative vote of a majority of the Fund’s 's outstanding voting securitiessecurities as required by the 1940 Act. (c) This Agreement shall automatically terminate without the payment of any penalty in the event of: (i) its assignment; (ii) its delegation, unless the Adviser has by prior written consent agreed to the delegation; or (iii) termination of the Investment Management Agreement. (d) This Agreement also may be terminated without the payment of any penalty: (i) by the vote of a majority of the Fund’s 's outstanding voting securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days’ ' written notice to the Sub-Adviser; or (iii) by the Sub-Sub­ Adviser on 90 days’ ' written notice to the Adviser; or (iv) by mutual consent of the Adviser and Sub-Adviser, in writing. (e) This Agreement may be amended by the mutual consent of the parties only if such amendment, if material, is specifically approved by the vote of: (i) a majority of the Trustees who are not interested persons; and (ii) a majority of the Fund’s 's outstanding voting securities (unless such approval is not required by Section 15 of the ofthe 1940 Act).