Common use of EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT Clause in Contracts

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Atlantic and the Trust on the date first above written ("Effective Date"). This Agreement shall continue in effect for (3) three years and shall renew automatically for successive one (1) year periods unless either Party gives written notice to the other Party not less than 120 days prior to the then current expiration date of this Agreement of the election not to renew the term of this Agreement. This Agreement shall become effective with respect to a new Fund on the date of the commencement of operations of the Fund. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to the Services described in any one or more of the parts of Appendix A provided to any one or more of the Funds, until terminated as to a Fund or a Service described in any one or more of the parts of Appendix A provided to a Fund (a "Partial Termination"). (c) This Agreement may be terminated in its entirety or there may be a Partial Termination: (i) with or without cause, at any time, by either Party on the date specified in a written notice to the other Party provided not less than 120 days (60 days with respect to the Services described in Part IV of Appendix A) prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination (other than with respect to the Services described in Part IV of Appendix A), Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Atlantic gives notice of termination (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations) or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that doing so is in the best interest of Shareholders of the affected Fund or Funds; (ii) for cause at any time by the non-breaching Party on at least sixty (60) days' written notice thereof to the other Party, if the other Party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care; provided, however, that (i) the termination notice shall describe the breach, and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching Party has cured such breach to the reasonable satisfaction of the non-breaching Party; (iii) the provisions of this Agreement related to any of the Services described in Sections 1 through 4 of Part IV of Appendix A may be terminated at any time by the Board, effective upon the date set forth in the written notice to Atlantic, without the payment of any penalty; the remaining portions of this Agreement shall be considered severable and not affected. In the event of termination of any of the Services described in Sections 1 through 4 of Part IV of Appendix A, the Parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part IV of Appendix A; and Notwithstanding any provision of this Agreement to the contrary, in the event the Board determines to liquidate a Fund, this Agreement may be terminated, with respect to such Fund(s) at any time on at least thirty (30) days written notice thereof to Atlantic. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process. (d) Upon notice of termination by either Party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust exercise its right to terminate this Agreement (including termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations), the Trust shall (i) pay to Atlantic annual fees through the through the term of the agreement and (ii) reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor Person, providing assistance to any successor Person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination or modification of any agreements (including software and data licenses) with third parties that are used by Atlantic primarily for the purpose of providing Services to the Trust or any Fund hereunder ("termination costs"); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (c)(ii) above or if Atlantic terminates this Agreement pursuant to clause (c)(i) above (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations). (e) The provisions of SECTION 3, SECTION 4, SECTION 5, SECTION 7 (other than SECTION 7(a)), SECTION 13 and SECTION 15 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any Party without the written consent of the other Party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Subject to prior notice to the Trust, Atlantic may, without further consent on the part of the Trust, (i) assign this Agreement to any Affiliate of Atlantic or (ii) subcontract for the performance hereof with any entity, including an Affiliate of Atlantic; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of any assignee or subcontractor as Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that no such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Atlantic and the Trust on the date first above written ("Effective Date"). This Agreement shall continue in effect for (3) three years have a term beginning on the Effective Date and shall renew automatically for successive one (1) year periods unless either Party gives written notice to the other Party not less than 120 days prior to the then current expiration date of this Agreement of the election not to renew the term of this Agreementending on December 31, 2012. This Agreement shall become effective with respect to a new Fund on the date of the commencement of operations of the Fund. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such agreement Agreement may have been deemed to relate to Atlantic’s provision of Services to the Trust Trusts or the Funds. (b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to the Services described in any one or more of the parts of Services covered by Appendix A B, as applicable, provided to any one or more of the Funds, until terminated as to a Fund or a Service described in any one or more of the parts of Appendix A provided to a Fund (a "Partial Termination")Fund. (c) This Agreement may be terminated (A) in its entirety or there may be (B) with respect to any Fund or with respect to any one or more of the Services covered by Appendix B, as applicable, provided to any one or more of the Funds (a “Partial Termination”), without the payment of any penalty: (i) with or without cause, at any time, by either Party party on the date specified in a written notice to the other Party party provided not less than 120 days (60 days with respect to the Services described in Part IV of Appendix A) prior to the termination date specified in the notice, ; provided that in the event the Trust a Fund gives notice of a Partial Termination (other than with respect to the Services described in Part IV of Appendix A)Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust Fund and with the same effective date as that set forth in such notice from the TrustFund); provided further, that in the event Atlantic gives notice of termination (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations) or of a Partial Termination, the applicable Board may delay the termination or Partial Termination for up to 60 sixty (60) days upon written notice to Atlantic and a finding that doing so is in the best interest of Shareholders shareholders of the affected Fund or Funds;; and (ii) for cause at any time by the non-breaching Party party on at least sixty (60) days' ’ written notice thereof to the other Partyparty, if the other Party party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard standard of Carecare set forth in Section 3(a); provided, however, that (i) the termination notice shall describe the breach, and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching Party party has cured such breach to the reasonable satisfaction of the non-breaching Party; (iii) the provisions of this Agreement related to any of the Services described in Sections 1 through 4 of Part IV of Appendix A may be terminated at any time by the Board, effective upon the date set forth in the written notice to Atlantic, without the payment of any penalty; the remaining portions of this Agreement shall be considered severable and not affected. In the event of termination of any of the Services described in Sections 1 through 4 of Part IV of Appendix A, the Parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part IV of Appendix A; and Notwithstanding any provision of this Agreement to the contrary, in the event the Board determines to liquidate a Fund, this Agreement may be terminated, with respect to such Fund(s) at any time on at least thirty (30) days written notice thereof to Atlantic. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Processparty. (d) Upon notice of termination by either Party party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' ’ responsibilities. Should the Trust Trusts or the Funds exercise its their right to terminate this Agreement (including termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations)Agreement, the Trust Trusts and the Funds shall (i) pay to Atlantic annual fees through the through the term of the agreement and (ii) reimburse Atlantic for Atlantic's ’s reasonable costs associated with the copying and movement of records and material to any successor Person, person and providing assistance to any successor Person person in the establishment of the accounts and records necessary to carry out the successor's ’s responsibilities and Atlantic's out-of-pocket costs incurred in the termination or modification of any agreements (including software and data licenses) with third parties that are used by Atlantic primarily for the purpose of providing Services to the Trust or any Fund hereunder ("“termination costs"”); provided, however, that, notwithstanding anything herein to the contrary, the Trust Trusts and the Funds shall have no obligation to reimburse Atlantic for its costs if the Trust terminates Trusts and the Funds terminate this Agreement pursuant to clause (c)(iiii) of subsection (c) above or if Atlantic terminates this Agreement pursuant to clause (c)(ii) above of subsection (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations)c) above. (e) The provisions of SECTION Sections 3, SECTION 4, SECTION 5, SECTION 7 (other than SECTION 7(a))7, SECTION 13 and SECTION 15 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any Party party without the written consent of the other Partyparty. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Subject to prior notice to the Trust, Atlantic may, without further consent on the part of the TrustTrust or the Funds, (i) assign this Agreement agreement to any Affiliate of Atlantic or (ii) subcontract for the performance hereof with any entity, including an Affiliate of Atlantic; provided however, that Atlantic shall be as fully responsible to the Trust Funds for the acts and omissions of any assignee or subcontractor as Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust Funds to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates Atlantic Accounting Services, LLC without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust Funds for the acts and omissions of such Affiliate Atlantic Accounting Services, LLC as Atlantic is for its own acts and omissions and that no such subcontract will increase the compensation payable by the Trust Funds to Atlantic under this Agreement for the Services.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Atlantic and the Trust on the date first indicated above written ("Effective Date"). This Agreement shall continue in effect for (3) three years and shall renew automatically for successive one (1) year periods unless either Party gives written notice to the other Party not less than 120 days prior to the then current expiration date of this Agreement of the election not to renew the term of or such time Atlantic commences providing services under this Agreement. This Agreement shall become effective with respect to a new Fund on the date of the commencement of operations of the Fund, whichever is later. Upon effectiveness of this Agreement, it this Agreement shall constitute the entire agreement between the parties and shall supersede all previous agreements between the parties hereto covering parties, whether oral or written relating to the subject matter hereof insofar as any such agreement may have been deemed to relate of this Agreement with respect to the Trust Trusts. Any amendment or supplementation of this Agreement, including, without limitation, any changes to the Fundslisting of Funds set forth in Appendix A, shall be effective only if in writing signed by each of the parties hereto. (b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to the Services described in any one or more of the parts of Appendix A provided to any one or more of the Funds, until terminated as to a Fund or a Service described in any one or more of the parts of Appendix A provided to a Fund (a "Partial Termination")terminated. (c) This Agreement may be terminated in its entirety at any time with respect to one or there may be a Partial Termination: more Trusts, without the payment of any penalty (i) with or without cause, at any time, by either Party on the date specified in a written notice to the other Party provided not less than 120 days (60 days with respect to the Services described in Part IV of Appendix A) prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination (other than with respect to the Services described in Part IV of Appendix A), Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Atlantic gives notice of termination (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations) or of a Partial Termination, the 's Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that doing so is in the best interest of Shareholders of the affected Fund or Funds; (ii) for cause at any time by the non-breaching Party on at least sixty (60) days' written notice thereof to the other Party, if the other Party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care; provided, however, that (i) the termination notice shall describe the breach, and or (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior by Atlantic on sixty (60) days' written notice to the date set forth in the termination notice, the breaching Party has cured such breach to the reasonable satisfaction of the non-breaching Party;Trusts. (iiid) the The provisions of this Agreement related to any of the Services services described in Sections 1 through 4 of Part IV of Appendix A 2(a), (b), (c) or (d) may be terminated with respect to one or more Trusts at any time by the Trust's Board, effective upon the date set forth in the written notice to Atlantic, without the payment of any penalty; the remaining portions of this Agreement shall be considered severable and not affected. In the event of termination of any of the Services described in Sections 1 through 4 of Part IV of Appendix A2(a), (b), (c) or (d), the Parties parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part IV of Appendix A; and Notwithstanding any provision of this Agreement to the contrary, in the event the Board determines to liquidate a Fund, this Agreement may be terminated, with respect to such Fund(s) at any time on at least thirty (30) days written notice thereof to Atlantic. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process. (d) Upon notice of termination by either Party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust exercise its right to terminate this Agreement (including termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations), the Trust shall (i) pay to Atlantic annual fees through the through the term of the agreement and (ii) reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor Person, providing assistance to any successor Person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination or modification of any agreements (including software and data licenses) with third parties that are used by Atlantic primarily for the purpose of providing Services to the Trust or any Fund hereunder ("termination costs"); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (c)(ii) above or if Atlantic terminates this Agreement pursuant to clause (c)(i) above (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations). (e) The provisions of SECTION Sections 3, SECTION 4, SECTION 5, SECTION 7 (other than SECTION 7(a)6(d), SECTION 13 6(e), 7, 8, 10, 11, and SECTION 15 12 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any Party without either Atlantic or the Trusts except by the specific written consent of the other Partyparties. This All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Subject to prior notice to the Trust, Atlantic may, without further consent on the part of the Trust, (i) assign this Agreement to any Affiliate of Atlantic or (ii) subcontract for the performance hereof with any entity, including an Affiliate of Atlantic; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of any assignee or subcontractor as Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that no such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Serviceshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Atlantic and the Trust on the date first above written ("Effective Date"). This Agreement shall continue in effect for (3) three years and shall renew automatically for successive one (1) year periods unless either Party gives written notice to the other Party not less than 120 days prior to the then current expiration date of this Agreement of the election not to renew the term of this Agreement. This Agreement shall become effective hereof and, with respect to a each new Fund or Class referred to in Section 7, on the earlier of the date on which the Trust's Registration Statement relating to the Shares of such Fund or Class becomes effective or the date of the commencement of operations of the Fund. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such agreement may have been deemed to relate to the Trust Fund or the FundsClass. (b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any each Fund and Class until December 31, 2002 (the "Initial Term") and shall continue in effect thereafter for successive one-year periods unless earlier terminated in accordance with this Section or until the Fund or with respect to the Services described in any one or more of the parts of Appendix A provided to any one or more of the Funds, until terminated as to a Fund or a Service described in any one or more of the parts of Appendix A provided to a Fund (a "Partial Termination")Class ceases operations. (c) In the event that Allfirst elects to terminate this Agreement prior to December 31, 2004, pursuant to this Section 6, Allfirst shall pay Forum twelve (the "multiplier") times the monthly average fees due to Forum under this Agreement ("Termination Fee") (calculated based on the last three months prior to the date of termination). The multiplier shall be reduced one-twelfth for each full calendar quarter after December 31, 2001 that expires. The Termination Fee shall be due as of the last day this Agreement is effective. An amendment of this Agreement that eliminates a portion of the services that Forum provides to Allfirst and associated fees to Forum (as agreed by the parties), wherein Allfirst Bank or its affiliates contemporaneously become responsible for delivering similar services to the Trust, shall not be deemed to be a termination. (d) This Agreement may be terminated in its entirety with respect to any or there may be a Partial Termination: all Funds at any time after the date that is 90 days prior to the expiration of the Initial Term, (i) with or without cause, at any time, by either Party Allfirst on the date specified in a written notice to the other Party provided not less than 120 days (60 days with respect to the Services described in Part IV of Appendix A) prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination (other than with respect to the Services described in Part IV of Appendix A), Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Atlantic gives notice of termination (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations) or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that doing so is in the best interest of Shareholders of the affected Fund or Funds; (ii) for cause at any time by the non-breaching Party on at least sixty (60) 90 days' written notice thereof to the other Party, if the other Party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care; provided, however, that (i) the termination notice shall describe the breach, and Forum or (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching Party has cured such breach to the reasonable satisfaction of the non-breaching Party; (iii) the provisions of this Agreement related to any of the Services described in Sections 1 through 4 of Part IV of Appendix A may be terminated at any time by the Board, effective upon the date set forth in the Forum on 90 days' written notice to AtlanticAllfirst. If Allfirst terminates the Agreement prior to December 31, without the payment of any penalty; the remaining portions of this Agreement 2004, Allfirst shall be considered severable and not affected. In the event of termination of any of the Services described pay Forum a Termination Fee as calculated in Sections 1 through 4 of Part IV of Appendix A, the Parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part IV of Appendix A; and Notwithstanding any provision of this Agreement to the contrary, in the event the Board determines to liquidate a Fund, this Agreement may be terminated, with respect to such Fund(s) at any time on at least thirty (30) days written notice thereof to Atlantic. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process. (d) Upon notice of termination by either Party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust exercise its right to terminate this Agreement (including termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations), the Trust shall (i) pay to Atlantic annual fees through the through the term of the agreement and (ii) reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor Person, providing assistance to any successor Person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination or modification of any agreements (including software and data licenses) with third parties that are used by Atlantic primarily for the purpose of providing Services to the Trust or any Fund hereunder ("termination costs"); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (c)(ii) above or if Atlantic terminates this Agreement pursuant to clause (c)(i) above (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligationsSection 6(c). (e) The provisions of SECTION Sections 2(d), 3, SECTION 4, SECTION 5, SECTION 7 (other than SECTION 7(a)6(d), SECTION 6(e), 6(f), 8, 9, 10, 12, and 13 and SECTION 15 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may not be assigned by any Party without either Forum or Allfirst except by the specific written consent of the other Partyparty, provided that Allfirst may notify Forum that a service formerly provided by Forum will instead be provided by Allfirst or its affiliates as of a specified date, and Forum's fee will be adjusted accordingly (as agreed by the parties). This Notwithstanding anything in this Agreement to the contrary, the transfer of ownership of all or part the equity interests in Forum to Forum's employees or the heirs or devisees of John Keffer on or after January 1, 2000, xxxxx not be deemed to be an assignment. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Subject to prior notice to the Trust, Atlantic may, without further consent on the part of the Trust, (i) assign this Agreement to any Affiliate of Atlantic or (ii) subcontract for the performance hereof with any entity, including an Affiliate of Atlantic; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of any assignee or subcontractor as Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that no such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Serviceshereto.

EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement shall become effective as between Atlantic and the Trust on the date first above written ("Effective Date"). This Agreement shall continue in effect for (3) three years and shall renew automatically for successive one (1) year periods unless either Party gives written notice to the other Party not less than 120 days prior to the then current expiration date of this Agreement of the election not to renew the term of this Agreementwritten. This Agreement shall become effective with respect to a new Fund on the later of the date that the Trust's Registration Statement with respect to such Fund becomes effective or the date of the commencement of operations of the Fund. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such agreement may have been deemed to relate to the Trust or the Funds. (b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to the Services described in any one or more of the parts of Appendix A provided to any one or more of the Funds, until terminated as to a Fund or a Service described in any one or more of the parts of Appendix A provided to a Fund (a "Partial Termination"). (c) This Agreement may be terminated in its entirety or there may be a Partial Termination, without the payment of any penalty: (i) with or without cause, at any time, by either Party on the date specified in a written notice to the other Party provided not less than 120 90 days (60 days with respect to the Services described in Part IV of Appendix A) prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination (other than with respect to the Services described in Part IV of Appendix A)Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Atlantic gives notice of termination (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations) or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that doing so is in the best interest of Shareholders shareholders of the affected Fund or Funds; (ii) for cause at any time by the non-breaching Party on at least sixty (60) days' written notice thereof to the other Party, if the other Party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care; provided, however, that (i) the termination notice shall describe the breach, and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching Party has cured such breach to the reasonable satisfaction of the non-breaching Party;; and (iii) the provisions of this Agreement related to any of the Services described in Sections 1 through 4 of Part IV of Appendix A may be terminated at any time by the Board, effective upon the date set forth in the written notice to Atlantic, without the payment of any penalty; the remaining portions of this Agreement shall be considered severable and not affected. In the event of termination of any of the Services described in Sections 1 through 4 of Part IV of Appendix A, the Parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part IV of Appendix A; and A. Notwithstanding any provision of this Agreement to the contrary, in the event the Board determines to liquidate a Fund, this Agreement may shall be terminated, terminated with respect to such Fund(s) at any time on at least thirty (30) days written notice thereof to Atlantic. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process. (d) Upon notice of termination by either Party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust exercise its right to terminate this Agreement (including termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost obligations)Agreement, the Trust shall (i) pay to Atlantic annual fees through the through the term of the agreement and (ii) reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor Person, Atlantic's reasonable costs incurred in providing assistance to any successor Person in the establishment of the accounts and records necessary to carry out the successor's responsibilities responsibilities, including file formatting and other software development needs related to information transfer, and Atlantic's out-of-pocket costs incurred in the termination or modification of any agreements (including software and data licenses) with third parties that are used by Atlantic primarily for the purpose of providing Services to the Trust or any Fund hereunder ("termination costs"); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (c)(ii) above or if Atlantic terminates this Agreement pursuant to clause (c)(i) above (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has termination cost reimbursement obligations). (e) The provisions of SECTION 3, SECTION 4, SECTION 5, SECTION 7 (other than SECTION 7(a)), SECTION 13 14 and SECTION 15 16 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any Party without the written consent of the other Party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Subject to prior notice to the Trust, Atlantic may, without further consent on the part of the Trust, (i) assign this Agreement to any Affiliate of Atlantic or (ii) subcontract for the performance hereof of some or all of the Services required of it hereunder with any entity, including an Affiliate of Atlantic; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of any assignee or subcontractor as Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee that is not an Affiliate of Atlantic provided that the Trust has consented in writing, after full disclosure, to such assignment and the assignee has executed and delivered such agreements as are necessary to cause such assignee be liable to, and to indemnify, the Trust as Atlantic has so provided in this Agreement; and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that no omissions. No such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services.