Common use of TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT Clause in Contracts

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective with respect to a Fund immediately upon the latter of approval by a majority of the Trust’s Trustees who are not interested persons (as to defined in the Fund on 1000 Xxx) and, if required by applicable law, by a vote of a majority of the date set forth above and outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two (2) years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l1) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerBoard, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penaltiesFund, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerFund. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerBoard, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as with respect to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date later of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of time the Fund and commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended, or (ii) the vote date provided on the first page of this Agreement; provided it has also been approved by (A) the Board of Trustees, including a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofthereof (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (B) unless exempted pursuant to an applicable order by the Securities and Exchange Commission, by the vote of a majority of the outstanding voting securities of the Fund at the time of such effectiveness. The This Agreement shall remain in effect for two years from the date of effectiveness, unless sooner terminated as hereinafter provided. Following the initial term, this Agreement shall continue in effect for additional periods not exceeding one (l) year so long as such continuation is approved at least annually by (i) the Board of Trustees, including a majority of the Independent Trustees, at an in-person meeting called for the purpose of voting on such approval, or (ii) the vote of a majority of the outstanding voting securities of the Fund. For purposes of this Agreement, the terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Unless otherwise agreed in writing by the Advisor and the Trust, this Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the Parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) ; This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Sub-Adviser, and (iii) by the Sub-Adviser at any time, without payment of any penalty, upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets, as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Fund Allocated Portion maintained by the Sub-Adviser on behalf of the Fund; and (c) and This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective with respect to a Fund immediately upon the latter of approval by a majority of the Trust’s Trustees who are not interested persons (as to defined in the Fund on 0000 Xxx) and, if required by applicable law, by a vote of a majority of the date set forth above and outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two (2) years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l1) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerBoard, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penaltiesFund, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerFund. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerBoard, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Trust's Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above and shall, unless terminated as hereinafter provided, Sub-Adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Board Sub-Adviser at any time, without the payment of Trustees any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the TrustAdvisory Agreement. As used in this Paragraph 9, by the Manager, or by terms "assignment" and "vote of a majority of the outstanding voting securities of a Fund without securities" shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or assignment thereof, as defined other event that could reasonably be expected to result in an “assignment” of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Board and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above Sub-Adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser’s receipt of compensation under Section 36(b) of the 1940 Act. Further, pursuant to the exemptive relief obtained in the SEC Order dated December 29, 2021, Investment Company Act Release No. 34456, the initial approval of the Agreement (and shall, unless terminated as hereinafter provided, any material amendment to such Agreement) is not required to be obtained at an in-person meeting of the Board (the “Non-In-Person Exemptive Order”). (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to a Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) on not more than 60 days’ nor less than 30 days’ written notice to the Sub-Adviser, and or (c) by the Sub-Adviser upon sixty (60) at any time, without the payment of any penalty, on 90 days’ written notice to the Fund Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement. As used in this Section 9, the terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the Manager. rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act. (c) In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the affected Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the affected Fund maintained by the Sub-Adviser on behalf of the affected Fund; and. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the Parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the U.S. Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) ; This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a the U.S. Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Sub-AdviserTrader, and (iii) by the Sub-Adviser Trader at any time, without payment of any penalty, upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser Trader shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets, as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Fund Allocated Portion maintained by the Sub-Adviser Trader on behalf of the Fund; and (c) and This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that either the Management Advisory Agreement or the Trading Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Board and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above and shall, unless terminated as hereinafter provided, Sub-Adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Board Sub-Adviser at any time, without the payment of Trustees any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the TrustAdvisory Agreement. As used in this Section 9, by the Manager, or by terms "assignment" and "vote of a majority of the outstanding voting securities of a Fund without securities" shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s registration statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalhereof, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Board and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above and shall, unless terminated as hereinafter provided, Sub-Adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser’s receipt of compensation under Section 36(b) of the 1940 Act. (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to a Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) on not more than 60 days’ nor less than 30 days’ written notice to the Sub-Adviser, and or (c) by the Sub-Adviser upon sixty (60) at any time, without the payment of any penalty, on 90 days’ written notice to the Fund Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement. As used in this Section 9, the terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the Manager. rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act. (c) In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the affected Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the affected Fund maintained by the Sub-Adviser on behalf of the affected Fund; and. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two (2) years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthis Agreement, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the Parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) ; This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Sub-AdviserTrader, and (iii) by the Sub-Adviser Trader at any time, without payment of any penalty, upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser Trader shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets, as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Fund Allocated Portion maintained by the Sub-Adviser Trader on behalf of the Fund; and (c) and This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) ; This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Sub-Adviser, and (iii) by the Sub-Adviser at any time, without payment of any penalty, upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets, as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Fund Allocated Portion maintained by the Sub-Adviser on behalf of the Fund; and (c) and This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective with respect to a Fund immediately upon the latter of approval by a majority of the Trust’s Trustees who are not interested persons (as to defined in the Fund on 0000 Xxx) and, if required, by applicable law, by a vote of a majority of the date set forth above and outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , and (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) a. This Agreement shall go into effect as become effective with respect to a Fund at the time the Fund on commences operations pursuant to an effective Registration Statement, or amendment thereto, under the date set forth above and Securities Act of 1933, as amended, after the approval by a majority of the Trust’s Trustees who are not interested persons (as defined in the 0000 Xxx) and, if required by applicable law, by a vote of a majority of the outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two (2) years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l1) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) b. This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerBoard, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penaltiesFund, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerFund. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerBoard, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) c. This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended, and shallshall continue for an initial term of two years from that date, unless sooner terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to a Fund immediately upon the Fund on latter of approval by a majority of the date set forth above and Trust’s Trustees who are not parties to this Agreement or interested persons thereof and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , or (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s registration statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a Fund the Fund, without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. , and the Sub-Adviser shall notify the Trust in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Trust to take appropriate measures; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to a Fund at the time the Fund on commences operations pursuant to an effective Registration Statement, or amendment thereto, under the date set forth above and Securities Act of 1933, as amended, after approval by a majority of the Trust’s Trustees who are not interested persons (as defined in the 0000 Xxx) and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , and (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as with respect to an individual Fund at the time such Fund commences operations pursuant to an effective amendment to the Fund on Trust’s registration statement under the date set forth above 1933 Act and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the each Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the such Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated (i) by the Trust on behalf of the any Fund at any time without payment of any penalty, (ii) by the Board of Trustees of the TrustBoard, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a such Fund without the payment of any penalties, upon sixty thirty (6030) days’ written notice to the Sub-AdviserAdvisor, and (iii) by the Sub-Adviser Advisor upon sixty ninety (6090) days’ written notice to the Fund Funds and the ManagerAdvisor, or (iv) by the Sub-Advisor, in the event of Advisor Disabling Conduct that is not reasonably able to be cured or has not been cured within ten (10) business days of the Trust’s receipt of written notice from the Sub-Advisor of such Advisor Disabling Conduct, upon fifteen (15) days’ written notice. In the event of a terminationtermination with respect to one or more Funds, the Sub-Adviser Advisor shall reasonably cooperate in the orderly transfer of the Fund’s affairs of such Fund(s) and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund Fund(s) maintained by the Sub-Adviser Advisor on behalf of the Fund; andFund(s) pursuant to this Agreement; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated. Advisor will promptly notify the Sub-Advisor of any notice the Advisor receives that the Investment Advisory Agreement will be terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Board and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above and shall, unless terminated as hereinafter provided, Sub-Adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser’s receipt of compensation under Section 36(b) of the 1940 Act. (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) on not more than 60 days’ nor less than 30 days’ written notice to the Sub-Adviser, and or (c) by the Sub-Adviser upon sixty (60) at any time, without the payment of any penalty, on 90 days’ written notice to the Fund Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement. As used in this Section 9, the terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the Manager. rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act. (c) In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust, approval by the Fund’s initial sole shareholder, and shallits execution by the Parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two (2) years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) . This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Sub-Adviser, and (iii) by the Sub-Adviser at any time, without payment of any penalty, upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets, as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Fund Allocated Portion maintained by the Sub-Adviser on behalf of the Fund; and (c) . This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated. Notwithstanding the foregoing termination provisions, the Adviser may require the Sub-Adviser to permanently or temporarily suspend trading activities upon notice at any time in its sole and absolute discretion.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective with respect to a Fund immediately upon the latter of approval by a majority of the Trust’s Trustees who are not interested persons (as to defined in the Fund on 1940 Act) and, if required by applicable law, by a vote of a majority of the date set forth above and outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two (2) years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l1) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerBoard, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penaltiesFund, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerFund. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerBoard, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to become effective upon approval by the Fund on Board and the date set forth above shareholders of the Series and shall, unless terminated as hereinafter provided, its execution by the parties hereto. (b) This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Series (a) by the Series at any time, without the payment of approval any penalty, by shareholders the vote of a majority of Directors of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofSeries, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Advisor at any time time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the Sub-adviser, or (c) by the Board Sub-adviser at any time, without the payment of Trustees any penalty, on 90 days’ written notice to the Advisor. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the TrustAdvisory Agreement. As used in this Section 9, by the Manager, or by terms “assignment” and “vote of a majority of the outstanding voting securities of a Fund without securities” shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser adviser shall cooperate in the orderly transfer of the Fund’s Series’ affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund Series maintained by the Sub-Adviser adviser on behalf of the Fund; andSeries. (cd) This Agreement The Sub-adviser shall terminate automatically in promptly notify the event Advisor of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Board and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above and shall, unless terminated as hereinafter provided, Sub-adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-adviser, or (c) by the Board Sub-adviser at any time, without the payment of Trustees any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the TrustAdvisory Agreement. As used in this Section 9, by the Manager, or by terms "assignment" and "vote of a majority of the outstanding voting securities of a Fund without securities" shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser adviser on behalf of the Fund; and. (cd) This Agreement The Sub-adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to the Fund on immediately upon the date set forth above and latter of approval by a majority of the Trust’s Trustees who are not parties to this Agreement or interested persons thereof and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of the Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of effectiveness with respect to the Fund at a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Adviser and Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , or (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalhereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Board and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above and shall, unless terminated as hereinafter provided, Sub-Adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Board Sub-Adviser at any time, without the payment of Trustees any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the TrustAdvisory Agreement. As used in this Section 9, by the Manager, or by terms "assignment" and "vote of a majority of the outstanding voting securities of a Fund without securities" shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to a Fund at the time the Fund on commences operations pursuant to an effective Registration Statement, or amendment thereto, under the date set forth above and Securities Act of 1933, as amended, after approval by a majority of the Trust’s Trustees who are not interested persons (as defined in the 1940 Act) and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , and (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect be effective as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s registration statement under the Securities Act of 1933, as amended, and shallshall remain in effect for an initial term of two (2) years thereafter, unless sooner terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person (or in another manner permitted by the 1940 Act or pursuant to exemptive relief therefrom) at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust Trust, on behalf of the Fund Fund, at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. Act and rules and regulations thereunder. (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect with respect to a Fund as to of the Fund on latter of (1) the date set forth above and shallprovided above, unless terminated as hereinafter provided, continue in effect for a period of two years from or (2) the date of approval that it is approved by shareholders (A) the Board, including a majority of the Fund Trustees of the Trust, who are not parties to this Agreement nor interested persons thereof (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (B) the vote of a majority of the outstanding voting securities of such Fund cast at a meeting called for the purpose of voting on this Agreement. This Agreement shall remain in effect for two years from the date of effectiveness, unless sooner terminated as hereinafter provided. Following the initial term, this Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees Board, including a majority of the Trust or Independent Trustees, at an in-person meeting called for the purpose of voting on such approval, and, to the extent required by the 1940 Act, by the vote of a majority of the outstanding voting securities of a Fund. For purposes of this Agreement, the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a such Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the applicable Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the applicable Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the such Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate with respect to any Fund in the event that the Management Agreement for such Fund is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective at the time the Fund commences operations pursuant to an effective amendment to the Fund on Trust’s Registration Statement under the date set forth above Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, shall continue in effect for a an initial period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthis Agreement, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by by: (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund Fund; and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s registration statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund Fund, and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated; and (e) Notwithstanding the foregoing, Section 4, 6, and 13 shall survive termination of this Agreement.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereofits assignment, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect be effective as to the Fund on as of the date first set forth above above, and shallshall remain in effect for an initial term of two (2) years thereafter, unless sooner terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person (or in another manner permitted by the 1940 Act or pursuant to exemptive relief therefrom) at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust Trust, on behalf of the Fund Fund, at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. Act and rules and regulations thereunder. (d) This Agreement will also terminate in the event that that, with respect to the Management Fund: (i) the term of the Interim Investment Advisory Agreement expires and shareholders of the Fund have not approved the Investment Advisory Agreement; (ii) the Interim Investment Advisory Agreement is terminated other than based on approval of the Investment Advisory Agreement by the Board of Trustees and shareholders of the Fund; (iii) shareholders of the Fund approve the Investment Advisory Agreement but the Investment Advisory Agreement does not take effect; or (iv) the Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect be effective as to the Fund on as of the date first set forth above above, and shallshall remain in effect for an initial term of two (2) years thereafter, unless sooner terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person (or in another manner permitted by the 1940 Act or pursuant to exemptive relief therefrom) at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust Trust, on behalf of the Fund Fund, at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. Act and rules and regulations thereunder. (d) This Agreement will also terminate in the event that that, with respect to the Management Fund: (i) the term of the Interim Investment Advisory Agreement expires and shareholders of the Fund have not approved the Investment Advisory Agreement; (ii) the Interim Investment Advisory Agreement is terminated other than based on approval of the Investment Advisory Agreement by the Board of Trustees of the Trust and shareholders of the Fund; (iii) shareholders of the Fund approve the Investment Advisory Agreement but the Investment Advisory Agreement does not take effect; or (iv) the Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to the Fund immediately upon the latter of approval by a majority of the Trust’s Trustees who are not parties to this agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval, and, if required, by applicable law, by a vote of a majority of the date set forth above and outstanding voting securities of the Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of effectiveness with respect to the Fund at a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in in-person at a meeting called for the purpose of voting on such approval, unless such in-person meeting requirement is not required by SEC relief. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , and (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to become effective upon approval by the Fund on Board and the date set forth above shareholders of the Series and shall, unless terminated as hereinafter provided, its execution by the parties hereto. (b) This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Series (a) by the Series at any time, without the payment of approval any penalty, by shareholders the vote of a majority of Directors of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofSeries, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Advisor at any time time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the Sub-advisor, or (c) by the Board Sub-advisor at any time, without the payment of Trustees any penalty, on 90 days’ written notice to the Advisor. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the TrustAdvisory Agreement. As used in this Section 9, by the Manager, or by terms “assignment” and “vote of a majority of the outstanding voting securities of a Fund without securities” shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser advisor shall cooperate in the orderly transfer of the Fund’s Series’ affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund Series maintained by the Sub-Adviser advisor on behalf of the Fund; andSeries. (cd) This Agreement The Sub-advisor shall terminate automatically in promptly notify the event Advisor of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Allocated Portion of the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l) year so long as such continuation is approved for the Allocated Portion of the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated (i) by the Trust with respect to the Allocated Portion on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon not more than sixty (60) days’ written notice to the Sub-Adviser, and (iii) by the Sub-Adviser at any time, without payment of any penalty, upon not more than sixty (60) days’ written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs assets of the Allocation Portion of the Fund and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Allocated Portion of the Fund as are maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to the Fund on immediately upon the date set forth above and latter of approval by a majority of the Trust’s Trustees who are not interested persons (as defined in the 0000 Xxx) and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of the Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of effectiveness with respect to the Fund at a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , and (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the latter of the date of approval by shareholders (i) the Board of Trustees of the Fund Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Fund), the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approvalapproval or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) including the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofof the Fund), cast in person the Adviser or the Sub-Adviser at a meeting called for the purpose of voting on such approvalapproval or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;; and (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerFund, or by vote of a majority of the outstanding voting securities of a Fund Fund, at any time, with or without cause, and without payment of any penalty. This Agreement may also be terminated by the Manager, with or without cause and without the payment of any penalties, upon sixty thirty (6030) days’ written notice to the Fund and the Sub-Adviser, and may be terminated by the Sub-Adviser Adviser, with or without cause, upon sixty ninety (6090) days’ written notice to the Fund and the Manager; and (c) This Agreement shall terminate automatically in the event of any assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated or not renewed; and (d) In the event of a terminationtermination or non-renewal of this Agreement, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in Fund to the event of any transfer Fund or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminatedits delegate.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective with respect to a Fund immediately upon the commencement of the Adviser’s management of the Fund, after the latter of approval by a majority of the Trust’s Trustees who are not interested persons (as to defined in the Fund on 0000 Xxx) and, if required by applicable law, by a vote of a majority of the date set forth above and outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two (2) years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l1) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerBoard, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penaltiesFund, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerFund. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerBoard, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act, subject to the provisions of Section 17. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s registration statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. . (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser at any time without prepayment of any penalty upon sixty (60) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser each party shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the latter of the date of approval by shareholders (i) the Board of Trustees of the Fund Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Fund), the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approvalapproval or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) including the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofof the Fund), cast in person the Adviser or the Sub-Adviser at a meeting called for the purpose of voting on such approval. or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;; and (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerFund, or by vote of a majority of the outstanding voting securities of a Fund Fund, at any time, with or without cause, and without payment of any penalty. This Agreement may also be terminated by the Manager, with or without cause and without the payment of any penalties, upon sixty thirty (6030) days’ written notice to the Fund and the Sub-Adviser, and may be terminated by the Sub-Adviser Adviser, with or without cause upon sixty ninety (6090) days’ written notice to the Fund and the Manager; and (c) This Agreement shall terminate automatically in the event of any assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated or not renewed; and (d) In the event of a terminationtermination or non-renewal of this Agreement, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in Fund to the event of any transfer Fund or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminatedits delegate.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to a Fund at the time the Fund on commences operations pursuant to an effective Registration Statement, or amendment thereto, under the date set forth above and Securities Act of 1933, as amended, after approval by a majority of the Trust’s Trustees who are not interested persons (as defined in the 0000 Xxx) and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, or by the Manager, or by vote of a majority of the outstanding voting securities of a Fund Adviser without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , and (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the later of the date of approval by shareholders (i) the Board of Trustees of the Fund Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Fund), the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approvalapproval or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) including the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofof the Fund), cast in person the Adviser or the Sub-Adviser at a meeting called for the purpose of voting on such approvalapproval or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;; and (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerFund, or by vote of a majority of the outstanding voting securities of a Fund Fund, at any time, with or without cause, and without payment of any penalty. This Agreement may also be terminated by the Adviser, with or without cause and without the payment of any penalties, upon sixty thirty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (6030) days’ written notice to the Fund and the ManagerSub-Adviser, and may be terminated by the Sub-Adviser, with or without cause, upon forty-five (45) days’ written notice to the Fund and the Adviser; and (c) This Agreement shall terminate automatically in the event of any assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Advisory Agreement is terminated or not renewed; and (d) In the event of a terminationtermination or non-renewal of this Agreement, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; andFund to the Fund or its delegate. (ce) This Agreement shall terminate automatically in In the event of any transfer or assignment thereoftermination of this Agreement, as defined in the 1940 Act. This Sections 6, 12, 13, and 22 shall survive such termination of this Agreement will also terminate in the event that the Management Agreement is terminatedfor a period of three (3) years.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two (2) years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the Manager, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s registration statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, (ii) by the ManagerAdviser, at any time without payment of any penalty or (iii) by vote of a majority of the outstanding voting securities of a Fund the Fund, without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. , and the Sub-Adviser shall notify the Trust in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Trust to take appropriate measures; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s registration statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, (ii) by the ManagerAdviser at any time without payment of any penalty, or (iii) by vote of a majority of the outstanding voting securities of a Fund the Fund, without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. , and the Sub-Adviser shall notify the Trust in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Trust to take appropriate measures; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Board and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above and shall, unless terminated as hereinafter provided, Sub-adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-adviser, or (c) by the Board Sub-adviser at any time, without the payment of Trustees any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the TrustAdvisory Agreement. As used in this Section 9, by the Manager, or by terms "assignment" and "vote of a majority of the outstanding voting securities of a Fund without securities" shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser adviser on behalf of the Fund; and. (cd) This Agreement The Sub-adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect with respect to each Fund as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose later of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of time the Fund and commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended, or (ii) the vote date provided on the first page of this Agreement; provided it has also been approved by (A) the Board of Trustees, including a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofthereof (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (B) unless exempted pursuant to an applicable order by the Securities and Exchange Commission, by the vote of a majority of the outstanding voting securities of the Fund at the time of such effectiveness. The This Agreement shall remain in effect with respect to each Fund for two years from the date of effectiveness, unless sooner terminated as hereinafter provided. Following the initial term, this Agreement shall continue in effect for additional periods not exceeding one (l) year so long as such continuation is approved at least annually by (i) the Board of Trustees, including a majority of the Independent Trustees, at an in-person meeting called for the purpose of voting on such approval, or (ii) the vote of a majority of the outstanding voting securities of the Fund. For purposes of this Agreement, the terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the applicable Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Unless otherwise agreed in writing by the Advisor and the Trust, this Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate with respect to a Fund in the event that the Management Fund’s Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect be effective as to the Fund on Funds as of the date set forth above of this Agreement and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund Funds at least annually by (i) the Board of Trustees of the Trust or by the a vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at as a meeting called for the purpose of voting on such approval. The terms term “majority of the outstanding voting securities” and “interested persons” shall have the meanings as meaning set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to a Fund immediately upon the Fund on latter of approval by a majority of the date set forth above and Trust’s Trustees who are not parties to this Agreement or interested persons thereof and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , or (ii) the event that the Management Advisory Agreement is terminated. (d) The Agreement may be terminated immediately by either party upon its written notice to the other party of a material breach of this Agreement by the other party which is not cured within 30 days of written notice of the nature of the breach.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period an initial term of two (2) years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthis Agreement, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalhereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated. (e) The Advisor is hereby notified of the proposed merger transaction between Mellon Financial Corporation and the Bank of New York Company, Inc.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the Parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) ; This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon at least ten (10) days’, but not more than sixty (60) days’, written notice to the Trading Advisor, and (iii) by the Trading Advisor at any time, without payment of any penalty, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser Trading Advisor shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets, as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Fund Allocated Portion maintained by the Sub-Adviser Trading Advisor on behalf of the Fund; and (c) and This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) a. This Agreement shall go into effect as become effective with respect to a Fund at the time the Fund on commences operations pursuant to an effective Registration Statement, or amendment thereto, under the date set forth above and Securities Act of 1933, as amended, after approval by a majority of the Trust’s Trustees who are not interested persons (as defined in the 0000 Xxx) and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) b. This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) c. This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , and (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective with respect to a Fund immediately upon the latter of approval by a majority of the Trust’s Trustees who are not interested persons (as to defined in the Fund on 1000 Xxx) and, if required by applicable law, by a vote of a majority of the date set forth above and outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two (2) years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l1) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerBoard, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penaltiesFund, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerFund. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerBoard, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the Parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the U.S. Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) ; This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a the U.S. Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon at sixty (60) days’ written notice to the Sub-AdviserTrading Advisor, and (iii) by the Sub-Adviser Trading Advisor at any time, without payment of any penalty, upon at least sixty (60) days’ written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser Trading Advisor shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets, as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Fund Allocated Portion maintained by the Sub-Adviser Trading Advisor on behalf of the Fund; and (c) and This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that either the Management Advisory Agreement or the Trading Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as with respect to an individual Fund at the later of (x) the time such Fund commences operations pursuant to an effective amendment to the Fund on Company’s registration statement under the date set forth above 1933 Act and shall(y) the termination of the Initial Sub-Advisory Agreement pursuant to the proposed change in control of the Advisor, unless terminated as hereinafter provided, continue and the Agreement shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the each Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the such Fund and (ii) the vote of a majority of the Trustees Directors of the Trust Company who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated (i) by the Trust Company on behalf of the any Fund at any time without payment of any penalty, (ii) by the Board of Trustees of the TrustBoard, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a such Fund without the payment of any penalties, upon sixty thirty (6030) days’ written notice to the Sub-AdviserAdvisor, and (iii) by the Sub-Adviser Advisor upon sixty ninety (6090) days’ written notice to the Fund Funds and the ManagerAdvisor, or (iv) by the Sub-Advisor, in the event of Advisor Disabling Conduct that is not reasonably able to be cured or has not been cured within ten (10) business days of the Company’s receipt of written notice from the Sub-Advisor of such Advisor Disabling Conduct, upon fifteen (15) days’ written notice. In the event of a terminationtermination with respect to one or more Funds, the Sub-Adviser Advisor shall reasonably cooperate in the orderly transfer of the Fund’s affairs of such Fund(s) and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund Fund(s) maintained by the Sub-Adviser Advisor on behalf of the Fund; andFund(s) pursuant to this Agreement; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated. Advisor will promptly notify the Sub-Advisor of any notice the Advisor receives that the Investment Advisory Agreement will be terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s registration statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to each Fund at the time the Fund on commences operations pursuant to an effective amendment to the date set forth above Trust's Registration Statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund Funds at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund Funds and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “"majority of the outstanding voting securities” " and “"interested persons” " shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ ' written notice to the Sub-AdviserSub‑Advisor, and by the Sub-Adviser Sub‑Advisor without payment of any penalty upon sixty (60) days’ ' written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Sub‑Advisor shall cooperate in the orderly transfer of the Fund’s 's affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Sub‑Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect be effective as to the Fund on as of the Effective Date of this Agreement and shall remain in effect for two (2) years from the date set forth above and shallhereof, unless sooner terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserSubs Advisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. . (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s registration statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; A/ 75705503.2 (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a Fund the Fund, without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor, without payment of any penalty, upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon not more than sixty (60) days’ written notice to the Sub-Adviser, and (iii) by the Sub-Adviser at any time, without payment of any penalty, upon not more than sixty (60) days’ written notice to the Fund Trust and the Manager. Adviser. (c) In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Allocated Portion of the Fund as are maintained by the Sub-Adviser on behalf of the Fund; and. (cd) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Board and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above and shall, unless terminated as hereinafter provided, Sub-Adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Board Sub-Adviser at any time, without the payment of Trustees any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the TrustAdvisory Agreement. As used in this Paragraph 9, by the Manager, or by terms "assignment" and "vote of a majority of the outstanding voting securities of a Fund without securities" shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or assignment thereof, as defined other event that could reasonably be expected to result in an “assignment” of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s registration statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) ; This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as of the first day on which the Fund first allocates capital to the Fund on the date set forth above Sub-Advisor Account and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalhereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” and “affiliated person” used in this Agreement shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a Fund the Fund, without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminatedterminated and the Advisor shall notify Sub-Advisor of such termination.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon at least [ ] days’, but not more than sixty (60) days’ ’, written notice to the Sub-Adviser, and (iii) by the Sub-Adviser at any time, without payment of any penalty, upon at least [ ] days’, but not more than sixty (60) days’ ’, written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets, as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Fund Allocated Portion maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Board and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above Overlay Manager acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser’s receipt of compensation under Section 36(b) of the 1940 Act. Further, pursuant to the exemptive relief obtained in the SEC Order dated December 29, 2021, Investment Company Act Release No. 34456, the initial approval of the Agreement (and shall, unless terminated as hereinafter provided, any material amendment to such Agreement) is not required to be obtained at an in-person meeting of the Board (the “Non-In-Person Exemptive Order”). (b) This Agreement shall continue in effect for a period of more than two years from the date hereof and, with respect to any series of approval the Trust added to this Agreement by shareholders a future amendment, from the date of such amendment to add such series of the Trust to this Agreement, only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to a Fund (a) by the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, by on not more than 60 days’ nor less than 30 days’ written notice to the Board of Trustees of the Trust, by the Overlay Manager, or (c) by the Overlay Manager at any time, without the payment of any penalty, on 90 days’ written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement. As used in this Section 9, the terms “assignment” and “vote of a majority of the outstanding voting securities of a Fund without securities” shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser Overlay Manager shall cooperate in the orderly transfer of the affected Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the affected Fund maintained by the Sub-Adviser Overlay Manager on behalf of the affected Fund; and. For the avoidance of doubt, the Overlay Manager may retain copies of such books and records to the extent required by applicable law or regulation. (cd) This Agreement The Overlay Manager shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the time at the later of (i) the Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended; (2) the date set forth above of this Agreement; and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two (2) years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthis Agreement, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to the Fund on at the date set forth above and time the Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended, unless sooner terminated as hereinafter provided. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two (2) years from the date of approval by shareholders of the Fund at effectiveness with respect to a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l1) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerBoard, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penaltiesFund, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerFund. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the a Fund’s affairs and, at the request of the Board of Trustees or the ManagerBoard, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to each Fund at the time the Fund on commences operations pursuant to an effective amendment to the date set forth above Trust’s Registration Statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund Funds at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the a Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser without the payment of any penalties upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; andprovided that the Sub-Adviser may retain such records as are required by law or regulation; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective at the time a Fund receives a written consent by a majority of shareholders entitled to the Fund vote on the date set forth above matter approving the Agreement and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the latter of the date of approval by shareholders (i) the Board of Trustees of the Fund Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Fund), the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approvalapproval or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) including the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofof the Fund), cast in person the Adviser or the Sub-Adviser at a meeting called for the purpose of voting on such approval. or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;; and (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerFund, or by vote of a majority of the outstanding voting securities of a Fund Fund, at any time, with or without cause, and without payment of any penalty. This Agreement may also be terminated by the Manager, with or without cause and without the payment of any penalties, upon sixty thirty (6030) days’ written notice to the Fund and the Sub-Adviser, and may be terminated by the Sub-Adviser Adviser, with or without cause upon sixty ninety (6090) days’ written notice to the Fund and the Manager; and (c) This Agreement shall terminate automatically in the event of any assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated or not renewed; and (d) In the event of a terminationtermination or non-renewal of this Agreement, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in Fund to the event of any transfer Fund or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminatedits delegate.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the Parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) ; This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Sub-AdviserTrader, and (iii) by the Sub-Adviser Trader at any time, without payment of any penalty, upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser Trader shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets, as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Fund Allocated Portion maintained by the Sub-Adviser Trader on behalf of the Fund; and (c) and This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Trust's Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above and shall, unless terminated as hereinafter provided, Sub-Adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Board Sub-Adviser at any time, without the payment of Trustees any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the TrustAdvisory Agreement. As used in this Paragraph 9, by the Manager, or by terms "assignment" and "vote of a majority of the outstanding voting securities of a Fund without securities" shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, and at the Fund’s own cost, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or assignment thereof, as defined other event that could reasonably be expected to result in an “assignment” of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as with respect to an individual Fund at the time such Fund commences operations pursuant to an effective amendment to the Fund on Trust's registration statement under the date set forth above 1933 Act and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (lI) year so long as such continuation is approved for the each Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the such Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “"majority of the outstanding voting securities” " and “"interested persons” " shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated (i) by the Trust on behalf of the any Fund at any time without payment of any penalty, upon ninety (90) days' written notice to the Sub Advisor (ii) by the Board of Trustees of the TrustBoard, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a such Fund without the payment of any penalties, upon sixty ninety (6090) days’ ' written notice to the Sub-AdviserAdvisor, and (iii) by the Sub-Adviser Advisor upon sixty ninety (6090) days’ ' written notice to the Fund Funds and the ManagerAdvisor, or (iv) by the Sub-Advisor, in the event of Advisor Disabling Conduct that is not reasonably able to be cured or has not been cured within ten (10) business days of the Trust's receipt of written notice from the Sub-Advisor of such Advisor Disabling Conduct, upon fifteen (15) days' written notice. In the event of a terminationtermination with respect to one or more Funds, the Sub-Adviser Advisor shall reasonably cooperate in the orderly transfer of the Fund’s affairs of such Fund(s) and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund Fund(s) maintained by the Sub-Adviser Sub- Advisor on behalf of the Fund; andFund(s) pursuant to this Agreement; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated. Advisor will promptly notify the Sub-Advisor of any notice the Advisor receives that the Investment Advisory Agreement will be terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the Parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) ; This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon at least sixty (60) days’ written notice to the Sub-AdviserTrading Advisor, and (iii) by the Sub-Adviser Trading Advisor at any time, without payment of any penalty, upon at least sixty (60) days’ written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser Trading Advisor shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets, as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Fund Allocated Portion maintained by the Sub-Adviser Trading Advisor on behalf of the Fund; and (c) and This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Allocated Portion of the Fund on upon upon the date Effective Date first set forth above above. Unless sooner terminated, this Agreement shall continue for an initial period of no more than two years from the effective date, and shall, unless terminated as hereinafter provided, thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l) year so long as such continuation is approved for the Allocated Portion of the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated (i) by the Trust with respect to the Allocated Portion on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, (ii) by the Adviser at any time, without payment of any penalty upon not more than sixty (60) days’ written notice to the Sub-Adviser, and (iii) by the Sub-Adviser at any time, without payment of any penalty, upon not more than sixty (60) days’ written notice to the Fund Trust and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs assets of the Allocation Portion of the Fund and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Allocated Portion of the Fund as are maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Trust's Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained by the Trust and the Adviser in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above and shall, unless terminated as hereinafter provided, Sub-Adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Board Sub-Adviser at any time, without the payment of Trustees any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the TrustAdvisory Agreement. As used in this Paragraph 9, by the Manager, or by terms "assignment" and "vote of a majority of the outstanding voting securities of a Fund without securities" shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or assignment thereof, as defined other event that could reasonably be expected to result in an “assignment” of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the later of the date of approval by shareholders (i) the Board of the Fund Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Fund), cast in person at a meeting called for the purpose of voting on such approvalapproval or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) including the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofof the Fund), cast in person at a meeting called for the purpose of voting on such approvalapproval or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;; and (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerFund, or by vote of a majority of the outstanding voting securities of a Fund Fund, at any time, with or without cause, and without payment of any penalty. This Agreement may also be terminated by the Adviser, with or without cause and without the payment of any penalties, upon sixty thirty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (6030) days’ written notice to the Fund and the ManagerTrader, and may be terminated by the Trader, with or without cause, upon thirty (30) days’ written notice to the Fund and the Adviser; and (c) This Agreement shall terminate automatically in the event of any assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Advisory Agreement is terminated or not renewed; and (d) In the event of a terminationtermination or non-renewal of this Agreement, the Sub-Adviser Trader shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser Trader on behalf of the Fund; and (c) This Agreement shall terminate automatically in Fund to the event of any transfer Fund or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminatedits delegate.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on the date set forth above March 31, 2009, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two (2) years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthis Agreement, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on after its due execution by the date set forth above parties hereto and shallat the time the Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, unless terminated as hereinafter providedamended, continue and shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalhereof , unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as such terms are defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to the Allocated Assets of a Fund on immediately upon the date set forth above and latter of approval by a majority of the Trust’s Trustees who are not parties to this Agreement or interested persons thereof and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders effectiveness with respect to the Allocated Assets of the Fund at a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the a Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority ; provided, however, that if the continuation of this Agreement is not approved as to the outstanding voting securities” and “interested persons” shall have Fund, the meanings as set forth Sub-Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act;Act and the rules and regulations thereunder. (b) This Agreement may be terminated by the Trust on behalf of the a Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , or (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to the Fund on immediately upon the date set forth above and latter of approval by a majority of the Trust’s Trustees who are not parties to this Agreement or interested persons thereof and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of the Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of effectiveness with respect to the Fund at a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , or (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective with respect to the Fund on immediately upon the date set forth above and latter of approval by a majority of the Trust’s Trustees who are not interested persons (as defined in the 0000 Xxx) and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of the Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of effectiveness with respect to the Fund at a meeting called for the purpose of such approvalFund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and and (iii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;. (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustBoard, by the ManagerAdviser, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the ManagerAdviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in , and (ii) the event that the Management Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on upon the date set forth above above, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalhereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalyears. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated. (d) The indemnification provisions of section 6 of this Agreement shall survive termination of the Agreement.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Board and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above Sub-Adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser’s receipt of compensation under Section 36(b) of the 1940 Act. Further, pursuant to the exemptive relief obtained in the SEC Order dated December 29, 2021, Investment Company Act Release No. 34456, the initial approval of the Agreement (and shall, unless terminated as hereinafter provided, any material amendment to such Agreement) is not required to be obtained at an in-person meeting of the Board (the “Non-In-Person Exemptive Order”). (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to a Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) on not more than 60 days’ nor less than 30 days’ written notice to the Sub-Adviser, and or (c) by the Sub-Adviser upon sixty (60) at any time, without the payment of any penalty, on 90 days’ written notice to the Fund Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement. As used in this Section 9, the terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the Manager. rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act. (c) In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the affected Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the affected Fund maintained by the Sub-Adviser on behalf of the affected Fund; and, provided that Sub-Adviser may retain copies of such records as required by law or to satisfy any obligation it has thereunder. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Trust's Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on the date set forth above and shall, unless terminated as hereinafter provided, is not required. (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Board Sub-Adviser at any time, without the payment of Trustees any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the TrustAdvisory Agreement. As used in this Paragraph 9, by the Manager, or by terms "assignment" and "vote of a majority of the outstanding voting securities of a Fund without securities" shall have the payment of any penaltiesrespective meanings set forth in the 1940 Act and the rules and regulations thereunder, upon sixty (60) days’ written notice subject to the Sub-Adviser, and such exceptions as may be granted by the Sub-Adviser upon sixty SEC under the 1940 Act. (60c) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or assignment thereof, as defined other event that could reasonably be expected to result in an “assignment” of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective upon approval by the Board and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated on or about August 6, 2013, Investment Company Act Release No. 30592, approval of the Agreement by a majority of the outstanding voting securities of the Fund on is not required, and the date set forth above Sub-Adviser acknowledges that it shall be without the protection (if any) accorded by shareholder approval of an investment adviser’s receipt of compensation under Section 36(b) of the 1940 Act. Further, pursuant to the exemptive relief obtained in the SEC Order dated December 29, 2021, Investment Company Act Release No. 34456, the initial approval of the Agreement (and shall, unless terminated as hereinafter provided, any material amendment to such Agreement) is not required to be obtained at an in-person meeting of the Board (the “Non-In-Person Exemptive Order”). (b) This Agreement shall continue in effect for a period of more than two years from the date of approval hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to a Fund (a) by shareholders of the Fund at any time, without the payment of any penalty, by the vote of a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofFund, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund Adviser at any time time, without the payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) on not more than 60 days’ nor less than 30 days’ written notice to the Sub-Adviser, and or (c) by the Sub-Adviser upon sixty (60) at any time, without the payment of any penalty, on 90 days’ written notice to the Fund Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement. As used in this Section 9, the terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the Manager. rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act. (c) In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the affected Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and. (cd) This Agreement The Sub-Adviser shall terminate automatically in promptly notify the event Adviser of any transfer proposed transaction or other event that could reasonably be expected to result in an assignment thereof, as defined in of this Agreement within the meaning of the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the later of the date of approval by shareholders (i) the Board of Trustees of the Fund Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Fund), the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approvalapproval or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) including the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereofof the Fund), cast in person the Adviser or the Sub-Adviser at a meeting called for the purpose of voting on such approvalapproval or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;; and (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerFund, or by vote of a majority of the outstanding voting securities of a Fund Fund, at any time, with or without cause, and without payment of any penalty. This Agreement may also be terminated by the Adviser, with or without cause and without the payment of any penalties, upon sixty thirty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (6030) days’ written notice to the Fund and the ManagerSub-Adviser, and may be terminated by the Sub-Adviser, with or without cause, upon ninety (90) days’ written notice to the Fund and the Adviser; and (c) This Agreement shall terminate automatically in the event of any assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Advisory Agreement is terminated or not renewed; and (d) In the event of a terminationtermination or non-renewal of this Agreement, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in Fund to the event of any transfer Fund or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminatedits delegate.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect become effective as to the Fund on upon its approval by the date set forth above Board of Trustees of the Trust and shallits execution by the Parties hereto. Unless sooner terminated, unless terminated as hereinafter providedthis Agreement shall continue for an initial period of no more than two years from the effective date, and thereafter shall continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (l1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the U.S. Fund and (ii) the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) ; This Agreement may be terminated (i) by the Trust on behalf of the Fund at any time without payment of any penalty, by the vote of a majority of the Board of Trustees ofTrustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a the U.S. Fund without the payment of any penalties, (ii) by the Adviser at any time,without payment of any penalty upon at least ten (10) days’, but not more than sixty (60) days’ ’, written notice to the Sub-AdviserTrading Advisor, and (iii) by the Sub-Adviser Trading Advisor atany time, without payment of any penalty, upon at least ten sixty (60) days’ ’, written notice to the Fund Trust and the ManagerAdviser. In the event of a terminationatermination, the Sub-Adviser Trading Advisor shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of the Allocated Portion of the Fund’s affairs assets,as instructed by the Adviser and, at the request of the Board of Trustees or the ManagerAdviser, transfer any and all books and records in respect of the Fund maintained Allocated Portionmaintained by the Sub-Adviser Trading Advisor on behalf of the Fund; and (c) and This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that either the Management Advisory Agreement or the Trading Agreement is terminated.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as become effective at the time a Fund receives a written consent by a majority of shareholders entitled to the Fund vote on the date set forth above matter approving the Agreement and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the latter of the date of approval by shareholders (i) the Board of Trustees of the Fund Trust (including the vote of a majority of the Trustees of the Trust who are not interested persons of the Fund), the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approvalapproval or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (lI) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust (including the vote of a majority of the Trustees of the Trust who ate not interested persons of the Fund), the Adviser or the Sub-Adviser at a meeting called for the purpose of voting on such approval. or, (ii) if conducted, by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approvalFund. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;; and (b) This Agreement Agreement. may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the ManagerFund, or by vote of a majority of the outstanding voting securities of a Fund Fund, at any time, with or without cause, and without payment of any penalty. This Agreement may also be terminated by the Manager, with or without cause and without the payment of any penalties, upon sixty thirty (6030) days’ ' written notice to the Fund and the Sub-Adviser, and may be terminated by the Sub-Adviser Adviser, with or without cause upon sixty ninety (6090) days’ ' written notice to the Fund and the Manager; and (c) This Agreement shall terminate automatically in the event of any assignment thereof, as defined in the 1940 Act. This Agreement will also terminate immediately in the event that the Management Agreement is terminated or not renewed; and (d) In the event of a terminationtermination or non-renewal of this Agreement, the Sub-Sub- Adviser shall cooperate in the orderly transfer of the Fund’s 's affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of xxx.Xxxx to the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer Fund or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminatedits delegate.

TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT. (a) This Agreement shall go into effect as to the Fund on at the date set forth above time the Fund commences operations pursuant to an effective amendment to the Trust’s registration statement under the Securities Act of 1933, as amended, and shall, unless terminated as hereinafter provided, continue shall remain in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approvalthereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the TrustTrustees, by the ManagerAdvisor, or by vote of a majority of the outstanding voting securities of a Fund the Fund, without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-AdviserAdvisor, and by the Sub-Adviser Advisor upon sixty (60) days’ written notice to the Fund and the ManagerAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the ManagerAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund; and; (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. ; and (d) This Agreement will also terminate in the event that the Management Investment Advisory Agreement is terminated.