Common use of Term and Termination of this Agreement Clause in Contracts

Term and Termination of this Agreement. NO ASSIGNMENT (a) This Agreement shall 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 defined in the 1000 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 effectiveness with respect to a Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one year so long as such continuation is approved for a Fund at least annually by (i) the Board 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, by the Adviser, 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 Adviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of a Fund’s affairs and, at the request of the Board or the Adviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund, or copies thereof, should the Sub-Adviser be required to retain original documents pursuant to regulatory requirements. (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act, and (ii) the Advisory Agreement is terminated.

Term and Termination of this Agreement. NO ASSIGNMENT (a) This Agreement shall become go into effect as to the Fund at the time the Fund commences operations pursuant to an effective with respect amendment to a Fund immediately upon the latter of approval by a majority of the Trust’s Trustees who are not interested persons (registration statement under the Securities Act of 1933, as defined in the 1000 Xxx) andamended, 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 and shall remain in effect for a period of two years from the date of effectiveness with respect to a Fundthereof 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 a the Fund at least annually by (i) the Board of Trustees 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 BoardBoard of Trustees, by the AdviserAdvisor, 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 AdviserAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of a the Fund’s affairs and, at the request of the Board of Trustees or the AdviserAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund, or copies thereof, should the Sub-Adviser be required to retain original documents pursuant to regulatory requirements.; (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act, and ; and (iid) This Agreement will also terminate in the event that the Investment Advisory Agreement is terminated.

Term and Termination of this Agreement. NO ASSIGNMENT (a) This Agreement shall become effective go into effect with respect to a Fund immediately upon as of the latter of approval by a majority of the Trust’s Trustees who are not interested persons (as defined in the 1000 Xxx1) 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 effectiveness with respect to a Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one year so long as such continuation provided above, or (2) the date that it is approved for a Fund at least annually by (iA) the Board or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of Board, including a majority of the Trustees of the Trust 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) 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. 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 the Board, including a majority of the 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 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, by the AdviserAdvisor, 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 AdviserAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of a the applicable Fund’s affairs and, at the request of the Board or the AdviserAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the such Fund, or copies thereof, should the Sub-Adviser be required to retain original documents pursuant to regulatory requirements.; (c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act, and ; and (iid) This Agreement will also terminate with respect to any Fund in the Advisory event that the Management Agreement for such Fund is terminated.

Term and Termination of this Agreement. NO ASSIGNMENT (a) This Agreement shall become effective go into effect with respect to a each Fund immediately upon the latter of approval by a majority as of the Trust’s Trustees who are not interested persons (as defined in the 1000 Xxx) and, if required, by applicable law, by a vote later 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 effectiveness with respect to a Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one year so long as such continuation is approved for a Fund at least annually by (i) the Board 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 BoardBoard of Trustees, by the AdviserAdvisor, 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 AdviserAdvisor. In the event of a termination, the Sub-Adviser Advisor shall cooperate in the orderly transfer of a the Fund’s affairs and, at the request of the Board of Trustees or the AdviserAdvisor, transfer any and all books and records of the Fund maintained by the Sub-Adviser Advisor on behalf of the Fund, or copies thereof, should the Sub-Adviser be required to retain original documents pursuant to regulatory requirements.; (c) This Unless otherwise agreed in writing by the Advisor and the Trust, this Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act, and ; and (iid) This Agreement will also terminate with respect to a Fund in the event that the Fund’s Investment Advisory Agreement is terminated.

Term and Termination of this Agreement. NO ASSIGNMENT (a) This a. With respect to the Registered Fund, this Agreement shall become effective with respect as to a the Registered Fund immediately upon the latter of its approval by a majority the Registered Fund Board and approval by the Registered Fund’s sole initial shareholder, and its execution by the Parties hereto. Unless sooner terminated, this Agreement shall continue for an initial period of no more than two (2) years from the Trust’s Trustees who are not interested persons (as defined in the 1000 Xxx) andeffective date, 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, and thereafter shall continue in effect for a period of two years from the date of effectiveness with respect to a Fund. This Agreement shall continue in effect thereafter for successive additional periods not exceeding one (1) year so long as such continuation is approved for a the Registered Fund at least annually by (i) the Registered Fund Board or by the vote of a majority of the outstanding voting securities of the Registered Fund and (ii) and, in either event, the continuation is also approved by a vote of a majority of the Trustees of the Trust Registered Fund Board 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 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. With respect to the CFC, this Agreement shall become effective as to the CFC upon its approval by the CFC Board, approval by the CFC’s sole initial shareholder, and its execution by the Parties hereto and shall remain in force until terminated. This Agreement may be terminated (i) with respect to the Registered Fund, by the Trust on behalf of the Registered Fund at any time without payment of any penalty, by the Board, by vote of a majority of the AdviserBoard of Trustees of the Trust, or by vote of a majority of the outstanding voting securities of a the Registered Fund without the payment of any penalties, (ii) with respect to the Registered Fund or the CFC, 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) with respect to the Registered Fund or the CFC, 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 Adviser. In the event of a termination, the Sub-Adviser shall cooperate in a commercially reasonable manner in the orderly transfer or liquidation of a 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 Adviser, transfer any and all books and records in respect of the Fund Allocated Portion maintained by the Sub-Adviser on behalf of the Fund to the extent not maintained by the Fund, or copies thereof, should the Sub-Adviser be required to retain original documents pursuant to regulatory requirements. (c) ’s other service providers. This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act, and (ii) . This Agreement will also terminate immediately in the Advisory 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 written notice at any time in its sole and absolute discretion. For the avoidance of doubt, if by reason of such permanent or temporary suspension of trading activities, the Allocated Portion ceases to comply with the Investment Guidelines, Registration Statement, Trust policies and procedures, or applicable law or regulation, such non-compliance will not constitute a breach of this Agreement and, under no circumstances, shall the Sub-Adviser be responsible or liable for liabilities arising from such permanent or temporary suspension.