Common use of Services to Other Companies or Accounts Clause in Contracts

Services to Other Companies or Accounts. (a) It is understood that the services of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), and 8(d) below. (b) The Advisor agrees that, during the term of this Agreement, neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as the Portfolio as an investment advisor, investment subadvisor, investment manager, or similar service provider to any investment company registered under the Investment Company Act of 1940 nor any investment firm that seeks to market an asset allocation program similar in nature to the Trust. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall for a period of one (1) year after the termination of this Agreement, accept or solicit any assets, accounts, or clients of the Trust for any purpose whatsoever. (d) In the event that the Advisor is terminated by the Manager, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall accept or solicit any assets, accounts, or clients of the Trust for any purpose whatsoever for a period of one (1) year from the termination of this Agreement. (e) The provisos set forth in Subparagraphs 8(a), 8(b), 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. (a) It is understood that the services of the Sub-Advisor are not exclusive, and nothing in this Agreement shall prevent the Sub-Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), ) and 8(c), and 8(d) below. (b) The Advisor agrees that, during the term of this Agreement, neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as the Portfolio as an investment advisor, investment subadvisor, investment manager, or similar service provider to any investment company registered under the Investment Company Act of 1940 nor any investment firm that seeks to market an asset allocation program similar in nature to the Trust. (c) In the event that the Sub-Advisor voluntarily terminates this Agreement, the Sub-Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall for a period of one (1) year after the termination of this Agreement, accept or solicit any assets, accounts, or clients of the Trust for any purpose whatsoever. (dc) In the event that the Sub-Advisor is terminated by the Manager, the Sub-Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall accept or solicit any assets, accounts, or clients of the Trust for any purpose whatsoever for a period of one (1) year from the termination of this Agreement. (ed) The provisos set forth in Subparagraphs 8(a), 8(b), and 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Sub-Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Sub-Advisor’s current contractual relationships is contained in Addendum A of this Agreement. (fe) When the Sub-Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Sub-Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. (a) It is understood that the services of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), and 8(d) below. (b) The Advisor agrees that, during the term of this Agreement, neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as the Portfolio as an investment advisor, investment subadvisor, investment manager, or similar service provider to any investment company registered under the Investment Company Act of 1940 nor any investment firm that seeks to market an asset allocation program similar in nature to the Trust. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall for a period of one (1) year after the termination of this Agreement, Agreement accept or solicit any assets, accounts, or clients of the Trust for any purpose whatsoever. (d) In the event that the Advisor is terminated by the Manager, the Advisor agrees that neither either it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall accept or solicit any assets, accounts, or clients of the Trust for any purpose whatsoever for a period of one (11 ) year from the termination of this Agreement. (e) The provisos provisions set forth in Subparagraphs 8(a), 8(b), 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. (a) It is understood that the services of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), ) and 8(d) below. (b) The Advisor acknowledges and agrees that, during that neither the term leveraged investment strategy described in Exhibit I of this Agreement, neither it nor Agreement that is employed by the Advisor in managing the Fund (the “Levered Strategy”) or any of substantially similar strategy will be used by the Advisor (or its affiliated persons (as defined successors) in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as the Portfolio as an investment advisor, investment subadvisor, investment manager, managing any other open-end or similar service provider to any closed-end investment company registered under the Investment Company Act of 1940 nor 1940. The parties that the Advisor may manage assets in the Leveraged Strategy or any substantially similar strategy for funds and accounts that are not investment firm that seeks to market an asset allocation program similar in nature to companies registered under the TrustInvestment Company Act of 1940. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall for a period of one (1) year after the termination date of this Agreementsuch termination, accept or solicit any assets, accounts, or clients of the Trust Trust, including the Fund, for any purpose whatsoever. (d) In the event that the Advisor is terminated by the Manager, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall accept or solicit any assets, accounts, or clients of the Trust Trust, including the Fund, for any purpose whatsoever for a period of one (1) year from the termination date of this Agreementsuch termination. (e) The provisos set forth in Subparagraphs 8(a), 8(b), and 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. (a) It is understood that the services of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), ) and 8(d) below. The below exclusivity ceases to be in effect if notice of termination has been given by either the Advisor or Manager. (b) The Advisor agrees thatand Manager acknowledge and agree that Xxxxxxx will manage a sleeve of the Fund that will utilize a merger arbitrage strategy similar to the Xxxxxxx Merger Fund, during but with positions sized to target 1.4 to 1.6x the term of this Agreement, neither it nor any of its affiliated persons (Xxxxxxx Merger Fund’s exposure as defined in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as the Portfolio as an investment advisor, investment subadvisor, investment manager, or similar service provider to any investment company registered under the Investment Company Act of 1940 nor any investment firm that seeks to market an asset allocation program similar in nature to the TrustExhibit 1. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall for a period of one (1) year after the termination date of this Agreementsuch termination, knowingly accept or and solicit any assets, accounts, or clients of the Trust Trust, including the Fund, for any purpose whatsoever. (d) In the event that the Advisor is terminated by the Manager, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall knowingly accept or and solicit any assets, accounts, or clients of the Trust Trust, including the Fund, for any purpose whatsoever for a period of one (1) year from the termination date of this Agreementsuch termination. (e) The provisos set forth in Subparagraphs 8(a), 8(b), and 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. (a) It is understood that the services of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), ) and 8(d) below. (b) The Advisor acknowledges and agrees that, during that neither the term leveraged investment strategy described in Exhibit 1 of this Agreement, neither it nor any of its affiliated persons (as defined Agreement that is employed by the Advisor in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as managing the Portfolio as an investment advisor, investment subadvisor, investment manager, (the “Levered Strategy”) or any substantially similar service provider to strategy will be used by the Advisor (or its successors) in managing any other open-end or closed-end investment company registered under the Investment Company Act of 1940 nor 1940. The parties that the Advisor may manage assets in the Leveraged Strategy or any substantially similar strategy for funds and accounts that are not investment firm that seeks to market an asset allocation program similar in nature to companies registered under the TrustInvestment Company Act of 1940. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall for a period of one (1) year after the termination date of this Agreementsuch termination, accept or solicit any assets, accounts, or clients of the Trust Trust, including the Portfolio, for any purpose whatsoever. (d) In the event that the Advisor is terminated by the Manager, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall accept or solicit any assets, accounts, or clients of the Trust Trust, including the Portfolio, for any purpose whatsoever for a period of one (1) year from the termination date of this Agreementsuch termination. (e) The provisos set forth in Subparagraphs 8(a), 8(b), and 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. (a) It is understood that the services of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), ) and 8(d) below. (b) The Advisor acknowledges and agrees that, during that neither the term leveraged investment strategy described in Exhibit I of this Agreement, neither it nor any of its affiliated persons (as defined Agreement that is employed by the Advisor in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as managing the Portfolio as an investment advisor, investment subadvisor, investment manager, (the "Levered Strategy") or any substantially similar service provider to strategy will be used by the Advisor (or its successors) in managing any other open-end or closed-end investment company registered under the Investment Company Act of 1940 nor 1940. The parties that the Advisor may manage assets in the Leveraged Strategy or any substantially similar strategy for funds and accounts that are not investment firm that seeks to market an asset allocation program similar in nature to companies registered under the TrustInvestment Company Act of 1940. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall for a period of one (1I) year after the termination date of this Agreementsuch termination, accept or solicit any assets, accounts, or clients of the Trust Trust, including the Portfolio, for any purpose whatsoever. (d) In the event that the Advisor is terminated by the Manager, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall accept or solicit any assets, accounts, or clients of the Trust Trust, including the Portfolio, for any purpose whatsoever for a period of one (1) year from the termination date of this Agreementsuch termination. (e) The provisos set forth in Subparagraphs 8(a)}, 8(b), and 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party pxxxx that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s 's current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. (a) It is understood that the services of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), ) and 8(d) below. (b) The Advisor acknowledges and agrees that, during that neither the term leveraged investment strategy described in Exhibit 1 of this Agreement, neither it nor any of its affiliated persons (as defined Agreement that is employed by the Advisor in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as managing the Portfolio as an investment advisor, investment subadvisor, investment manager, (the "Levered Strategy") or any substantially similar service provider to strategy will be used by the Advisor (or its successors) in managing any other open-end or closed-end investment company registered under the Investment Company Act of 1940 nor 1940. The parties that the Advisor may manage assets in the Leveraged Strategy or any substantially similar strategy for funds and accounts that are not investment firm that seeks to market an asset allocation program similar in nature to companies registered under the TrustInvestment Company Act of 1940. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall for a period of one (1l) year after the termination date of this Agreementsuch termination, accept or solicit any assets, accounts, or clients of the Trust Trust, including the Portfolio, for any purpose whatsoever. (d) In the event that the Advisor is terminated by the Manager, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall accept or solicit any assets, accounts, or clients of the Trust Trust, including the Portfolio, for any purpose whatsoever for a period of one (1l) year from the termination date of this Agreementsuch termination. (e) The provisos set forth in Subparagraphs 8(a), 8(b), and 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s 's current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. (a) It is understood that the services of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), and 8(d) below. (b) The Advisor agrees that, during the term of this Agreement, neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as the Portfolio as an investment advisor, investment subadvisor, investment manager, or similar service provider to any investment company registered under the Investment Company Act of 1940 nor any investment firm that seeks to market an asset allocation program similar in nature to the Trust. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall for a period of one (1) year after the termination of this Agreement, Agreement accept or solicit any assets, accounts, or clients of the Trust for any purpose whatsoever. (d) In the event that the Advisor is terminated by the Manager, the Advisor agrees that neither either it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall accept or solicit any assets, accounts, or clients of the Trust for any purpose whatsoever for a period of one (1) year from the termination of this Agreement. (e) The provisos provisions set forth in Subparagraphs 8(a), 8(b), 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. (a) It is understood that the services of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), ) and 8(d) below. (b) The Advisor acknowledges and agrees that, during that neither the term leveraged investment strategy described in Exhibit 1 of this Agreement, neither it nor any of its affiliated persons (as defined Agreement that is employed by the Advisor in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as managing the Portfolio as an investment advisor, investment subadvisor, investment manager, (the “Levered Strategy”) or any substantially similar service provider to strategy will be used by the Advisor (or its successors) in managing any other open-end or closed-end investment company registered under the Investment Company Act of 1940 nor 1940. The parties that the Advisor may manage assets in the Leveraged Strategy or any substantially similar strategy for funds and accounts that are not investment firm that seeks to market an asset allocation program similar in nature to companies registered under the TrustInvestment Company Act of 1940. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall for a period of one (1) year after the termination date of this Agreementsuch termination, accept or solicit any assets, accounts, or clients of the Trust Trust, including the Portfolio, for any purpose whatsoever. (d) In the event that the Advisor is terminated by the Manager, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall accept or solicit any assets, accounts, or clients of the Trust Trust, including the Portfolio, for any purpose whatsoever for a period of one (1) year from the termination date of this Agreementsuch termination. (e) The provisos set forth in Subparagraphs 8(a), 8(b), and 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such Saratoga Advantage Trust Agreement Page6 transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. (a) It is understood that the services of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), ) and 8(d) below. The below exclusivity ceases to be in effect if notice of termination has been given by either the Advisor or Manager. (b) The Advisor agrees thatand Manager acknowledge and agree that Xxxxxxx will manage a sleeve of the Fund that will utilize a merger arbitrage strategy similar to the AXS Merger Fund, during but with positions sized to target 1.4 to 1.6x the term of this Agreement, neither it nor any of its affiliated persons (AXS Merger Fund’s exposure as defined in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as the Portfolio as an investment advisor, investment subadvisor, investment manager, or similar service provider to any investment company registered under the Investment Company Act of 1940 nor any investment firm that seeks to market an asset allocation program similar in nature to the TrustExhibit 1. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall for a period of one (1) year after the termination date of this Agreementsuch termination, knowingly accept or and solicit any assets, accounts, or clients of the Trust Trust, including the Fund, for any purpose whatsoever. (d) In the event that the Advisor is terminated by the Manager, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) or agents shall knowingly accept or and solicit any assets, accounts, or clients of the Trust Trust, including the Fund, for any purpose whatsoever for a period of one (1) year from the termination date of this Agreementsuch termination. (e) The provisos set forth in Subparagraphs 8(a), 8(b), and 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. (a) It is understood that the services of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), and 8(d) below. (b) The Advisor agrees that, during the term of this Agreement, neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall accept retention to manage another Portfolio in exactly the same manner as the Portfolio as an investment advisor, investment subadvisor, investment manager, or similar service provider to any investment company registered under the Investment Company Act of 1940 nor any investment firm that seeks to market an asset allocation program similar in nature to the Trust1940. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall for a period of one (1) year after the termination of this Agreement, knowingly accept or solicit any assets, accounts, or clients of the Trust for any purpose whatsoeverinvestment company registered under the Investment Company Act of 1940. (d) In the event that the Advisor is terminated by the Manager, the Advisor agrees that neither it nor any of its affiliated persons (as defined in the Investment Company Act of 1940) shall knowingly accept or solicit any assets, accounts, or clients of the Trust for any purpose whatsoever investment company registered under the Investment Company Act of 1940 for a period of one (1) year from the termination of this Agreement. (e) The provisos set forth in Subparagraphs 8(a), 8(b), 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.

Services to Other Companies or Accounts. The Fund understands that the Adviser now acts, will continue to act and may act in the future as investment adviser to fiduciary and other managed accounts and to one or more other investment companies or series of investment companies, and the Fund has no objection to the Adviser so acting, provided that whenever the Fund and one or more other accounts or investment companies or portfolios advised by the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each entity. The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Fund. In addition, the Fund understands that the persons employed by the Adviser to assist in the performance of the Adviser's duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Adviser to perform its services under this Agreement. 12. Term of Agreement This Agreement shall continue for an initial two-year period commencing on the date first written above, and thereafter shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (a) It is understood that the services Board of Directors of the Advisor are not exclusive, and nothing in this Agreement shall prevent the Advisor from providing investment management Fund or similar services or from engaging in other activities, except as provided in Subparagraphs 8(b), 8(c), and 8(d) below. (b) The Advisor agrees that, during the term a vote of this Agreement, neither it nor any of its affiliated persons a "majority" (as defined in the Investment Company Act 1940 Act) of 1940) shall accept retention to manage another Portfolio the Fund's outstanding voting securities, provided that in exactly either event the same manner as continuance is also approved by a majority of the Portfolio as an investment advisor, investment subadvisor, investment manager, or similar service provider to any investment company registered under the Investment Company Act Board of 1940 nor any investment firm that seeks to market an asset allocation program similar in nature to the Trust. (c) In the event that the Advisor voluntarily terminates this Agreement, the Advisor agrees that neither it nor any of its affiliated persons Directors who are not "interested persons" (as defined in the Investment Company Act said Act) of 1940) shall for a period of one (1) year after the termination of any party to this Agreement, accept by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, on 60 days' written notice, by the Board of Directors of the Fund or solicit any assets, accountsby vote of holders of a majority of the Fund's shares, or clients of upon 90 days' written notice, by the Trust for any purpose whatsoever. (d) In Adviser. This Agreement will also terminate automatically in the event that the Advisor is terminated by the Manager, the Advisor agrees that neither it nor any of its affiliated persons assignment (as defined in the Investment Company Act of 1940) shall accept or solicit any assets, accounts, or clients of the Trust for any purpose whatsoever for a period of one (1) year from the termination of this Agreementsaid Act). (e) The provisos set forth in Subparagraphs 8(a), 8(b), 8(c), and 8(d) above shall not apply to the continuation of any contractual relationship to which the Advisor is a party that is in effect on the date of this Agreement and that is disclosed in writing to the Manager prior to the execution of this Agreement. The disclosure of the Advisor’s current contractual relationships is contained in Addendum A of this Agreement. (f) When the Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Advisor recommends the purchase or sale of the same security for the Trust, it is understood that in light of its fiduciary duty to the Trust, such transactions will be executed on a basis that is fair and equitable to the Trust.