Common use of Duration and Termination Clause in Contracts

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser's management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this AgreementAgreement for the period that the Sub-Adviser provided services to the Trust.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided hereinabove, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-sub- adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-sub- advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as continue with respect to each Fund for a period of the date set forth above and shall continue in effect for two years from its effective the commencement date with respect to the Fund, unless sooner terminated as provided hereinfor each Fund specified on Exhibit A, and thereafter shall continue year to year thereafterautomatically for successive annual periods, provided each such continuance is specifically approved at least annually by by: (i1) the Board or (2) a vote of a majority of the Trustees or (ii) a vote of a "majority" Fund’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities1940 Act), provided that in either event the continuance is also approved by a majority of the Trustees who are neither not (Ai) parties to this Agreement nor or (Bii) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Notwithstanding the foregoing, this Agreement is terminable may be terminated without penalty with respect to the Fund, without penalty, on any Fund upon sixty (60) days' ’ written notice to the Sub-Advisernotice: (i1) by the Trust, pursuant to (Ai) action by of the Board or (Bii) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) majority of the shares of the Fund Fund’s outstanding voting securities, or (ii2) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will also terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In If the event Adviser or any successor to its business shall cease to furnish services to the Funds under this Agreement or similar contractual arrangement, for any reason whatsoever, the Funds, at their expense: (i) as promptly as practicable, shall take all necessary action to cause the Prospectus and the Certificate of Trust, Declaration of Trust, Bylaws and any other relevant documentation to be amended to accomplish a change of name to eliminate any reference to “AQR Capital Management, LLC”; and (ii) within 60 days after the termination of this Agreement for or such similar contractual arrangement, shall cease to use in any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviserother manner, including, without limitationbut not limited to, providing use in any sales literature or promotional material, the transition managername “AQR Capital Management, at such intervals as LLC” or any name, ▇▇▇▇ or logo type derived from it or similar to it or indicating that the transition manager may request, Funds are managed by or otherwise associated with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable may be terminated in its entirety or with respect to any Fund: (a) by the Trust upon a vote of a majority of the Board or upon a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any time, without payment of any penalty, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment under the 1940 Act. In the event this Agreement is terminated or is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(c), 2(d), 2(i), 2(j), 2(k), 2(l), 2(p), 2(q), and 2(r) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(i) for a termination period of six years, and 2(o), 9, 13, 14, 16, 17, 18, 19 and 20 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, including without limitation, subject to the Sub-Adviser receiving a confidentiality agreement or other documents it requests, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, entermay reasonably request. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information required to be provided under this Agreement applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable may be terminated in its entirety or with respect to any Fund: (a) by the Trust upon a vote of a majority of the Board or upon a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any time, without payment of any penalty, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. In the event this Agreement is terminated or is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(c), 2(j), 2(k), 2(m), 2(p), 2(r), and 2(s) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(i) for a termination period of six years, and 2(o), 10, 13, 14, 16, 17, 18, 19 and 20 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the #498497 Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, including without limitation, subject to the Sub-Adviser receiving a confidentiality agreement or other documents it requests, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, entermay reasonably request. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information required to be provided under this Agreement applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the FundPortfolio, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter, at the Adviser’s cost. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s #498497 services provided under this Agreement, including annual compliance reports and certificationscertifications in relation to the Portfolio but, for the avoidance of doubt, shall not be required to deliver any of its own Confidential Information. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may requestrequest provided the transition manager has entered into a confidentiality agreement, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser's management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser's management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Subject to Section 6, termination will not affect the validity of any action previously taken by the Sub-Adviser regarding the Fund prior to the effectiveness of the termination. The Adviser will pay the fees of the Sub-Adviser described in Section 7 pro rata to the effective date of the termination. (e) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, provided the transition manager has entered into a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. enter The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, provided the transition manager has entered into a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. enter The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act or unless otherwise exempt therefrom ) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundFund and the Adviser , without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The To the extent not already provided, the Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 or Section 13 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, subject to a confidentiality agreement, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundthereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees Directors or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the such Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees Directors who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the any particular Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the TrustHMF, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the such Fund or (ii) by the Adviser. This Agreement is terminable with respect to the a Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the TrustHMF. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the such Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio with respect to such Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement with respect to a Fund shall not affect this Agreement with respect to the remaining Funds, and the provision of services by the Sub-Adviser with respect to such remaining Funds shall continue to be governed by this Agreement. Upon the termination of this Agreement with respect to a Fund, Schedule A shall be amended to reflect only those Funds that still remain. If no Funds remain, this Agreement shall terminate. (e) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the FundFund upon notice to the Sub-Adviser. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundabove. This Agreement, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees Directors or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the such Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees Directors who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the any particular Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the TrustCompany, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the such Fund or (ii) by the Adviser. This Agreement is terminable with respect to the a Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the TrustCompany. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the such Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio with respect to such Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement with respect to a Fund shall not affect this Agreement with respect to the remaining Funds, and the provision of services by the Sub-Adviser with respect to such remaining Funds shall continue to be governed by this Agreement. Upon the termination of this Agreement with respect to a Fund, Schedule A shall be amended to reflect only those Funds that still remain. If no Funds remain, this Agreement shall terminate. (e) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-sub­ adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-sub­ advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio Fund and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date until March 7, 2026 with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, including without limitation, subject to the Sub-Adviser receiving a confidentiality agreement or other documents it requests, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, entermay reasonably request. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information required to be provided under this Agreement applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the each Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the each Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the each Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the respective Fund or (ii) by the Adviser. This Agreement is terminable with respect to the each Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the respective Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund(s) to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio Fund(s) and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in take effect for two years from its effective date with respect to the FundFund as of the close of business on the Effective Date, and shall remain in effect, unless sooner terminated as provided herein, until the earlier of two years from the Effective Date or such earlier date as determined by resolution of the Fund’s Board of Trustees, and shall continue year thereafter on an annual basis with respect to year thereafter, the Fund; provided each that such continuance is specifically approved at least annually by (i) by the vote of a majority of the Trustees or (ii) a vote of a "majority" outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund or by the Fund's outstanding voting securities’s Board of Trustees; and (ii) by the vote, provided that cast in either event the continuance is also approved by person at a meeting called for such purpose, of a majority of the Fund’s Trustees who are neither (A) not parties to this Agreement nor (B) "or “interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any such party to and who have no direct or indirect financial interest in the operation of this Agreement; provided, by vote cast in person (however, that if the continuance of this Agreement is submitted to the extent required by shareholders of the ▇▇▇▇ ▇▇▇Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder with respect to the Fund in a manner consistent with the 1940 Act. This Agreement may not be materially amended without a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) at of the Fund. This Agreement may be amended from time to time to add new funds without a meeting called for vote of the purpose shareholders of voting on such approvalthe Fund. (b) This Agreement is terminable may be terminated, with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fundat any time, without the payment of any penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event a vote of a majority of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" outstanding voting securities (as defined in the 1940 Act)) of the Fund, or by a vote of a majority of the Fund’s entire Board of Trustees on sixty (60) days’ written notice to the Manager, or by the Manager on sixty (60) days’ written notice to the Fund. (c) In This Agreement will automatically terminate in the event of a termination its “assignment” (as such term is defined for purposes of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management Section 15(a)(4) of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications1940 Act). (d) Termination After the termination of this Agreement, the Manager shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Fund within thirty (30) days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Manager prior to termination of this Agreement, including any deferred fees. The Manager shall promptly upon termination: (i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (ii) Deliver to the Board all assets and documents of the Fund then in custody of the Manager; and (iii) Cooperate with the Fund to provide an orderly management transition. (e) Without the approval of holders of a majority of the shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Fund’s Declaration, the Manager shall not: (i) modify this Agreement except for amendments that do not adversely affect the rights of Fund shareholders; (ii) appoint a new Manager (other than a sub-adviser pursuant to the terms of this Agreement shall and applicable law); (iii) sell all or substantially all of the Fund’s assets other than in the ordinary course of the Fund’s business or as otherwise permitted by law; or (iv) except as otherwise permitted herein, voluntarily withdraw as the Manager unless such withdrawal would not affect the rights or obligations tax status of the AdviserFund and would not materially adversely affect Fund shareholders. (f) The Fund may terminate the Manager’s interest in the Fund’s revenues, expenses, income, losses, distributions, and capital by payment of an amount equal to the then present fair market value of the terminated Manager’s interest, determined by agreement of the terminated Manager and the Fund. If the Fund and the Manager cannot agree upon such amount, the Adviser Indemnitees parties will submit to binding arbitration which cost will be borne equally by the Manager and the Sub-Adviser under Section 6 Fund. The method of this Agreementpayment to the terminated Manager must be fair and must protect the solvency and liquidity of the Fund.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act).. #498497 (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable may be terminated in its entirety or with respect to any Fund: (a) by the Trust upon a vote of a majority of the Board or upon a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any time, without payment of any penalty, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment under the 1940 Act. In the event this Agreement is terminated or is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(c), 2(d), 2(i), 2(j), 2(k), 2(l), 2(p), 2(r), and 2(s) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(i) for a termination period of six years, and 2(o), 9, 13, 14, 16, 17, 18, 19 and 20 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as continue with respect to each Fund for a period of the date set forth above and shall continue in effect for two years from its effective the commencement date with respect to the Fund, unless sooner terminated as provided hereinfor each Fund specified on Exhibit A, and thereafter shall continue year to year thereafterautomatically for successive annual periods, provided each such continuance is specifically approved at least annually by by: (i1) the Board or (2) a vote of a majority of the Trustees or (ii) a vote of a "majority" Fund’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities1940 Act), provided that in either event the continuance is also approved by a majority of the Trustees who are neither not (Ai) parties to this Agreement nor or (Bii) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Notwithstanding the foregoing, this Agreement is terminable may be terminated without penalty with respect to the Fund, without penalty, on any Fund upon sixty (60) days' ’ written notice to the Sub-Advisernotice: (i1) by the Trust, pursuant to (Ai) action by of the Board or (Bii) the vote of a majority of the holders Fund’s outstanding voting securities; (2) by the Adviser; or (3) by the Sub-Adviser. This Agreement will also terminate automatically in the event of a "majority" its assignment (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust1940 Act). In addition, this Agreement will terminate with respect to the any Fund in the event of the termination of the Advisory Investment Management Agreement between the Trust and the Adviser with respect to the that Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In If the event Sub-Adviser or any successor to its business shall cease to furnish services to the Funds under this Agreement or similar contractual arrangement, for any reason whatsoever, the Fund or Funds (as applicable), at their expense: (i) as promptly as practicable, shall take all necessary action to cause the Prospectus and the Certificate of Trust, Declaration of Trust, Bylaws and any other relevant documentation to be amended to accomplish a change of name to eliminate any reference to “CNH Partners, LLC:” and (ii) within 60 days after the termination of this Agreement for or such similar contractual arrangement, shall cease to use in any reason other manner, including, but not limited to, use in any sales literature or promotional material, the name “CNH Partners, LLC” or any name, ▇▇▇▇ or logo type derived from it or similar to it or indicating that the Funds are managed by or otherwise associated with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as continue with respect to each Fund for a period of the date set forth above and shall continue in effect for two years from its effective the commencement date with respect to the Fund, unless sooner terminated as provided hereinfor each Fund specified on Exhibit A, and thereafter shall continue year to year thereafterautomatically for successive annual periods, provided each such continuance is specifically approved at least annually by by: (i1) the Board or (2) a vote of a majority of the Trustees or (ii) a vote of a "majority" Fund’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities1940 Act), provided that in either event the continuance is also approved by a majority of the Trustees who are neither not (Ai) parties to this Agreement nor or (Bii) "”interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Notwithstanding the foregoing, this Agreement is terminable may be terminated without penalty with respect to the Fund, without penalty, on any Fund upon sixty (60) days' ’ written notice to the Sub-Advisernotice: (i1) by the Trust, pursuant to (Ai) action by of the Board or (Bii) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) majority of the shares of the Fund Fund’s outstanding voting securities, or (ii2) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will also terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In If the event Adviser or any successor to its business shall cease to furnish services to the Funds under this Agreement or similar contractual arrangement, for any reason whatsoever, the Funds, at their expense: (i) as promptly as practicable, shall take all necessary action to cause the Prospectus, the SAI, any summary prospectuses, the Certificate of Trust, Declaration of Trust, Bylaws and any other relevant documentation to be amended to accomplish a change of name of the Trust and each Fund to eliminate any reference to the surname “Whitebox” therein; and (ii) within 60 days after the termination of this Agreement for or such similar contractual arrangement, shall cease to use in any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviserother manner, including, without limitationbut not limited to, providing use in any sales literature or promotional material, the transition managersurname “Whitebox” or any name, at such intervals as ▇▇▇▇ or logo type derived from it or similar to it or indicating that the transition manager may request, Funds are managed by or otherwise associated with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundthereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the such Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the any particular Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the such Fund or (ii) by the Adviser. This Agreement is terminable with respect to the a Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the such Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio with respect to such Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement with respect to a Fund shall not affect this Agreement with respect to the remaining Funds, and the provision of services by the Sub-Adviser with respect to such remaining Funds shall continue to be governed by this Agreement. Upon the termination of this Agreement with respect to a Fund, Schedule A shall be amended to reflect only those Funds that still remain. If no Funds remain, this Agreement shall terminate. (e) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-AdviserSubadviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Sub-Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser Subadviser upon ninety (90) days' ’ written notice to the Sub-Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Sub-Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser Subadviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Sub-Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Sub-Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Sub-Adviser and the transition manager will, at that time, enter. The Sub-Adviser Subadviser shall deliver to Sub-Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's Subadviser’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Sub-Adviser, the Sub-Adviser Indemnitees and the Sub-Adviser Subadviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of on the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner first indicated above. Unless terminated as provided herein, the Agreement shall remain in full force and shall effect with respect to each Fund for an initial period of two (2) years from the date first indicated above when following a shareholder approval of the applicable Fund, and otherwise a period of one (1) year, and continue year to year on an annual basis thereafter, provided each that such continuance is specifically approved at least annually by each year by: (ia) the vote of a majority of the Trustees entire Board of the applicable Fund or (ii) a by the vote of a "majority" majority of the outstanding voting securities (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event ; and (b) the continuance is also approved by vote of a majority of the Trustees Board of the applicable Fund who are neither (A) not parties to this Agreement nor (B) "or interested persons" persons (as such term is defined in the ▇1▇▇▇ ▇▇▇) of any such party to this Agreement, by vote Agreement cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This . Notwithstanding the foregoing, this Agreement is terminable may be terminated with respect to each Fund: (A) by the Fund, Manager at any time without penalty, on upon sixty (60) days' ’ written notice to the Sub-Adviser: (i) by Subadvisor and the Trust, pursuant to (A) action by the Board or applicable Fund; (B) at any time without payment of any penalty by a Fund, upon the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) majority of the shares Board of the applicable Fund or (ii) by a majority of the Adviser. This Agreement is terminable with respect to outstanding voting securities of the Fund, without penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ written notice to the Adviser Manager and the TrustSubadvisor; or (C) by the Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the applicable Fund. In addition, this Agreement will terminate with respect to the Fund in the event of the termination for any reason, all records of the Advisory Agreement with respect a Fund shall promptly be returned to the Manager or the Fund, free from any claim or retention of rights in such record by the Subadvisor; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records. This The Agreement will be terminated shall automatically terminate in the event of its "assignment" assignment (as defined such term is described in the 1940 Act). (c) or in the event the Management Agreement between the Manager and a Fund is assigned or terminates for any other reason. In the event of a termination of this Agreement for any reason with respect to is terminated or is not approved in the Fundmanner described above, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser Sections numbered 2(f), 9, 10, 12, 14, 15 and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination 19 of this Agreement shall not affect the rights or obligations of the Adviserremain in effect, the Adviser Indemnitees and the Sub-Adviser under Section 6 as well as any applicable provision of this AgreementSection 17.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the each Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the each Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the each Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the respective Fund or (ii) by the Adviser. This Agreement is terminable with respect to the each Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the respective Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund(s) to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio Fund(s) and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enterenter subject to the execution of an acceptable confidentiality agreement by the transition manager. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the FundPortfolio, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter, at the Adviser’s cost. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certificationscertifications in relation to the Portfolio but, for the avoidance of doubt, shall not be required to deliver any of its own Confidential Information. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act or unless otherwise exempt therefrom ) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundFund and the Adviser , without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The To the extent not already provided, the Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 or Section 13 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, including without limitation, subject to the Sub-Adviser receiving a confidentiality agreement or other documents it requests, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, entermay reasonably request. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information required to be provided under this Agreement applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundthereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the TrustFund, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the TrustFund. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio Fund and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable may be terminated in its entirety or with respect to any Fund: (a) by the Trust upon a vote of a majority of the Board or upon a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any time, without payment of any penalty, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. In the event this Agreement is terminated or is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(c), 2(j), 2(k), 2(m), 2(p), 2(q), and 2(r) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(i) for a termination period of six years, and 2(o), 10, 13, 14, 16, 17, 18, 19 and 20 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enterenter subject to the execution of an acceptable confidentiality agreement by the transition manager. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that timetime enter; provided, enter. however, that the obligation of the Sub-Adviser to share the Portfolio’s holdings or any other information required to be provided pursuant to this Section 11(c) to any unaffiliated transition manager shall be conditional on the Adviser and/or unaffiliated transition manager delivering such information and documentation (including any representations, warranties, and agreements) as may be reasonably requested by the Sub-Adviser, and The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 (Standard of Care, Limitation of Liability and Indemnification), this Section 11 (Termination), and Section 16 (“Miscellaneous”) of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. Termination of this Agreement with respect to any given Fund, shall in no way affect the continued validity of this Agreement or the performance thereunder with respect to any other Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 5 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. Termination of this Agreement with respect to any given Fund, shall in no way affect the continued validity of this Agreement or the performance thereunder with respect to any other Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, Adviser and the Adviser Indemnitees and the Sub-Adviser under Section 6 5 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect #498497 to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Subadviser and Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Subadviser and Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement or Sub-Advisory Agreement, or the termination or removal of the Strategy from the Sub-Advisory Agreement, with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser Subadviser shall reasonably cooperate with any transition manager or successor investment sub-sub- adviser and with the Adviser and Sub-Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Subadviser shall deliver, or shall cooperate with the Sub-Adviser shall deliver to deliver, to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's Subadviser’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees Indemnitees, the Sub-Adviser and the Sub-Adviser Subadviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above above, and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. #498497 (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this AgreementAgreement for the period that the Sub-Adviser provided services to the Trust.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years one year from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust, subject to its obligations under Section 11(c) of this Agreement. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event that the Sub-Adviser voluntarily terminates or refuses to renew this Agreement prior to December 31, 2023 without cause, Sub-Adviser shall promptly pay the Fund liquidated damages in a lump sum amount equal to 0.03% (3 basis points) of the Portfolio assets allocated to the Large Cap Value Equity mandate (the “LCV Mandate”), determined as of the close of business on the date of termination, for each year from the termination date through December 31, 2023. For the year during which the voluntary termination or non renewal occurs, the amount of the payment shall be a pro-rata portion of the full year payment based on the number of days from the date of termination or non-renewal to December 31, divided by 365. Cause shall be defined to include, without limitation: (i) any action by the Adviser or the Fund that causes material reputational harm to the Sub-Adviser or otherwise requires the Sub-Adviser to engage in any action that is prohibited by law or regulation; (ii) the imposition by the Fund or the Adviser of a change in the guidelines applicable to the account that would be inconsistent with the Sub-Adviser’s investment process for the LCV Mandate; (iii) any regulatory requirement the prevents the Sub-Adviser from continuing to manage the LCV Mandate; (iv) a reduction in the assets of the LCV Mandate to a point below the minimum assets typically required for the Sub-Adviser to manage an institutional separate account in the LCV mandate. The Sub-Adviser shall not be considered to have terminated or refused to renew this Agreement if the Sub-Adviser limits the assets it is willing to manage for the Adviser for the LCV Mandate to the assets managed by the Sub-Adviser for the Adviser for the LCV Mandate as of December 31, 2018. The Sub-Adviser acknowledges that such damages shall be deemed to be liquidated damages and not a penalty, and does not constitute a waiver or limitation of rights that the Trust or the Fund has for any other breach of this Agreement by the Sub-Adviser. For the avoidance of doubt, any termination by reason of Sub-Adviser’s “assignment” (as defined in the ▇▇▇▇ ▇▇▇) shall not be treated as a voluntary termination or non-renewal by the Sub-Adviser for purposes of this paragraph provided that the Sub-Adviser is willing to enter into a new sub-advisory agreement for the Large Cap Value Equity mandate with substantially similar terms promptly thereafter. (d) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (de) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser sub­adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-sub­ advisers or to the Adviser, including, including without limitation, subject to the Sub-Adviser receiving a confidentiality agreement or other documents it requests, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, entermay reasonably request. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information required to be provided under this Agreement applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth fotih above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) . In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-sub­ adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-sub­ advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) . Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date until March 1, 2025 with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, including without limitation, subject to the Sub-Adviser receiving a confidentiality agreement or other documents it requests, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, entermay reasonably request. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information required to be provided under this Agreement applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date until March 7, 2026 with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date until September 30, 2025 with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the Fund, unless sooner terminated as Fund(s); provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this AgreementSubadviser, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) . This Agreement is terminable may be terminated in its entirety or with respect to any Fund: (a) by the Trust upon a vote of a majority of the Board or upon a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any time without payment of any penalty, on upon sixty (60) days' ’ prior written notice to the Sub-Subadviser and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundSubadviser at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment under the 1940 Act. In the event this Agreement is terminated or is not approved in the manner described above (i) Subadviser agrees to provide final reports, certification and assistance called for pursuant to paragraphs 2(c), 2(h), 2(i), 2(j), 2(k), 2(n), 2(p), and 2(q) within a reasonable period of time, as agreed by the Parties, following termination; and (ii) paragraph 2(h) for a termination period of six years, and Sections 10, 14, 15, 17, 18, 19, 20 and 21 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 16 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two (2) years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Subadviser and Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Subadviser and Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement or Sub-Advisory Agreement, or the termination or removal of the Core Plus Strategy from the Sub-Advisory Agreement, with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser Subadviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser and Sub-Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Subadviser shall deliver, or shall cooperate with the Sub-Adviser shall deliver to deliver, to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's Subadviser’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees Indemnitees, the Sub-Adviser and the Sub-Adviser Subadviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this AgreementAgreement for the period that the Sub-Adviser provided services to the Trust.

Duration and Termination. (a) This Agreement shall be become effective immediately as of on the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner first indicated above. Unless terminated as provided herein, the Agreement shall remain in full force and shall effect with respect to each Fund for an initial period of two (2) years from the date first indicated above when following a shareholder approval of the applicable Fund, and otherwise a period of one (1) year, and continue year to year on an annual basis thereafter, provided each that such continuance is specifically approved at least annually by each year by: (ia) the vote of a majority of the Trustees entire Board of the applicable Fund or (ii) a by the vote of a "majority" majority of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event ; and (b) the continuance is also approved by vote of a majority of the Trustees Board of the applicable Fund who are neither (A) not parties to this Agreement nor (B) "or interested persons" persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of any such party to this Agreement, by vote Agreement cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This . Notwithstanding the foregoing, this Agreement is terminable may be terminated with respect to each Fund: (A) by the Fund, Manager at any time without penalty, on upon sixty (60) days' ’ written notice to the Sub-Adviser: (i) by Subadvisor and the Trust, pursuant to (A) action by the Board or applicable Fund; (B) at any time without payment of any penalty by a Fund, upon the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) majority of the shares Board of the applicable Fund or (ii) by a majority of the Adviser. This Agreement is terminable with respect to outstanding voting securities of the Fund, without penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ written notice to the Adviser Manager and the TrustSubadvisor; or (C) by the Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the applicable Fund. In addition, this Agreement will terminate with respect to the Fund in the event of the termination for any reason, all records of the Advisory Agreement with respect a Fund shall promptly be returned to the Manager or the Fund, free from any claim or retention of rights in such record by the Subadvisor; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records. This The Agreement will be terminated shall automatically terminate in the event of its "assignment" assignment (as defined such term is described in the 1940 Act). (c) or in the event the Management Agreement between the Manager and a Fund is assigned or terminates for any other reason. In the event of a termination of this Agreement for any reason with respect to is terminated or is not approved in the Fundmanner described above, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser Sections numbered 2(f), 9, 10, 12, 14, 15 and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination 19 of this Agreement shall not affect the rights or obligations of the Adviserremain in effect, the Adviser Indemnitees and the Sub-Adviser under Section 6 as well as any applicable provision of this AgreementSection 17.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided hereinabove, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. Termination of this Agreement with respect to any given Fund, shall in no way affect the continued validity of this Agreement or the performance thereunder with respect to any other Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 5 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-sub­ adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-sub­ advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees lndemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees directors or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees directors who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-AdviserSubadvisor: (i) by the TrustFund, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the AdviserAdvisor. This Agreement is terminable with respect to the Fundmay be terminated in its entirety, without penalty, by the Sub-Adviser Subadvisor upon ninety one hundred eighty (90180) days' ’ written notice to the Adviser Advisor and the TrustFund. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated terminate automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser Subadvisor shall reasonably cooperate with any transition manager or successor investment sub-adviser subadvisor and with the Adviser Advisor in transitioning the management of the Portfolio Subadvised Assets to one or more new sub-advisers subadvisors or to the AdviserAdvisor, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Subadvisor’s management and such other information as required by the transition management agreement, into which the Adviser Advisor and the transition manager will, at that time, enter. The Sub-Adviser Any costs associated with assisting the transition manager shall deliver to Adviser all periodic compliance reports, certifications and information applicable to be paid by the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certificationsFund or the Advisor. (d) Subject to Section 6, termination will not affect the validity of any action previously taken by the Subadvisor regarding the Fund prior to the effectiveness of the termination. The Advisor will pay the fees of the Subadvisor described in Section 7 pro rata to the effective date of the termination. (e) Termination of this Agreement shall not affect the rights or obligations of the AdviserAdvisor, the Adviser Advisor Indemnitees and the Sub-Adviser Subadvisor under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub- Adviser’s management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundthereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the TrustFund, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the TrustFund. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio Fund and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, a period of one (1) year thereafter unless sooner terminated as provided herein, and shall continue year to year thereafter, thereafter provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this AgreementAgreement for the period that the Sub-Adviser provided services to the Trust.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundthereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the TrustFund, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the TrustFund. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio Fund and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth first written above and shall continue in effect for two years from its effective date with respect to each Fund listed on Exhibit A as of such date, and, with respect to any additional Fund, as of the date of any addendum executed by the Company, on behalf of such Fund, and the Distributor, in accordance with Section 1(b) hereof, provided that this Agreement (as supplemented by the terms specified in any addendum pursuant to Section 1(b) hereof) shall have been approved in accordance with the requirements of the 1940 Act, and, unless sooner terminated as provided herein, and shall thereafter continue in effect with respect to each such Fund for an initial two-year term from the applicable effective date. Thereafter, if not terminated, this Agreement shall continue year in effect with respect to year thereafterthe particular Fund for successive terms of one year, provided each that such continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) those members of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority Company’s Board of the Trustees who are neither (A) not parties to this Agreement nor (B) "or “interested persons" (as defined in the ▇▇▇▇ ▇▇▇) ” of any party to this Agreementsuch party, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. , and (b) This by the Company’s Board of Trustees or by vote of a “majority of the outstanding voting securities” of such Fund. Notwithstanding the foregoing, this Agreement is terminable may be terminated with respect to the Fundany Fund at any time, without the payment of any penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to Company (A) action by vote of a majority of the Board of Trustees or (B) the by vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) “majority of the shares outstanding voting securities” of such Fund) on 60 days’ written notice to the Fund Distributor, or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) Distributor on 90 days' ’ written notice to the Adviser and the TrustCompany. In addition, this This Agreement will automatically and immediately terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically all Funds in the event of its "“assignment" .” (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as defined in such terms have under the 1940 Act). (c) In the event of a termination of this Agreement for , including any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required interpretive guidance thereunder by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certificationsSEC or its staff. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.)

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the each Fund, unless sooner terminated as ; provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the ▇1▇▇▇ ▇▇▇) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this AgreementFund Manager, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval.. This Agreement may be terminated with respect to any Funds: (ba) This Agreement is terminable by the Trust at any time with respect to the services provided by the Fund Manager, without the payment of any penalty, by vote of a majority of the Board or by a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, without penaltyby vote of a majority of the outstanding voting shares of such Funds, on upon sixty (60) days' ’ prior written notice to the Sub-Fund Manager and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundManager at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Fund Manager and the Trust. This Agreement will terminate automatically in event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. In the event this Agreement is terminated or is not approved in the manner described above, (i) Fund Manager agrees to provide all reports, certifications, information and assistance called for pursuant to paragraphs 2 (b), 2 (h), 2 (i), 2 (k), 2 (n), 2 (p) , 2 (q) within 30 days of termination of the Agreement; and (ii) the Sections or Paragraphs numbered 2(g) for a termination period of six years, and 2(m), 2(t), 9, 10, 13, 14, 16, 17, 18 and 19 of this Agreement for as well as any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination provision of this Agreement Paragraph numbered 15 shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreementremain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided hereinabove, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fundthereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the such Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the any particular Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the such Fund or (ii) by the Adviser. This Agreement is terminable with respect to the a Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the a Fund in the event of the termination of the Advisory Agreement with respect to the such Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the a Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of that portion of the Portfolio with respect to such Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for such portion of the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement with respect to a Fund shall not affect this Agreement with respect to the remaining Funds, and the provision of services by the Sub-Adviser with respect to such remaining Funds shall continue to be governed by this Agreement. Upon the termination of this Agreement with respect to a Fund, Schedule A shall be amended to reflect only those Funds that still remain. If no Funds remain, this Agreement shall terminate. (e) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as continue with respect to each Fund for a period of the date set forth above and shall continue in effect for two years from its effective the commencement date with respect to the Fund, unless sooner terminated as provided hereinfor each Fund specified on Exhibit A, and thereafter shall continue year to year thereafterautomatically for successive annual periods, provided each such continuance is specifically approved at least annually by by: (i1) the Board or (2) a vote of a majority of the Trustees or (ii) a vote of a "majority" Fund’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities1940 Act), provided that in either event the continuance is also approved by a majority of the Trustees who are neither not (Ai) parties to this Agreement nor or (Bii) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Notwithstanding the foregoing, this Agreement is terminable may be terminated without penalty with respect to the Fund, without penalty, on any Fund upon sixty (60) days' ’ written notice to the Sub-Advisernotice: (i1) by the Trust, pursuant to (Ai) action by of the Board or (Bii) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) majority of the shares of the Fund Fund’s outstanding voting securities, or (ii2) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will also terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" assignment (as defined in the 1940 Act). (c) In If the event Adviser or any successor to its business shall cease to furnish services to the Funds under this Agreement or similar contractual arrangement, for any reason whatsoever, the Funds, at their expense: (i) as promptly as practicable, shall take all necessary action to cause the Prospectus, the SAI, any summary prospectuses, the Certificate of Trust, Declaration of Trust, Bylaws and any other relevant documentation to be amended to accomplish a change of name of the Trust and each Fund to eliminate any reference to the surname “Whitebox” therein; and (ii) within 60 days after the termination of this Agreement for or such similar contractual arrangement, shall cease to use in any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviserother manner, including, without limitationbut not limited to, providing use in any sales literature or promotional material, the transition managersurname “Whitebox” or any name, at such intervals as ▇▇▇▇ or logo type derived from it or similar to it or indicating that the transition manager may request, Funds are managed by or otherwise associated with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as continue with respect to each Fund for a period of the date set forth above and shall continue in effect for two years from its effective the commencement date with respect to the Fund, unless sooner terminated as provided hereinfor each Fund specified on Exhibit A, and thereafter shall continue year to year thereafterautomatically for successive annual periods, provided each such continuance is specifically approved at least annually by by: (i1) the Board or (2) a vote of a majority of the Trustees or (ii) a vote of a "majority" Fund’s outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities1940 Act), provided that in either event the continuance is also approved by a majority of the Trustees who are neither not (Ai) parties to this Agreement nor or (Bii) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Notwithstanding the foregoing, this Agreement is terminable may be terminated without penalty with respect to the Fund, without penalty, on any Fund upon sixty (60) days' ’ written notice to the Sub-Advisernotice: (i1) by the Trust, pursuant to (Ai) action by of the Board or (Bii) the vote of a majority of the holders Fund’s outstanding voting securities; (2) by the Adviser; or (3) by the Sub-Adviser. This Agreement will also terminate automatically in the event of a "majority" its assignment (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust1940 Act). In addition, this Agreement will terminate with respect to the any Fund in the event of the termination of the Investment Advisory Agreement between the Trust and the Adviser with respect to the that Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In If the event Sub-Adviser or any successor to its business shall cease to furnish services to the Funds under this Agreement or similar contractual arrangement, for any reason whatsoever, the Fund or Funds (as applicable), at their expense: (i) as promptly as practicable, shall take all necessary action to cause the Prospectus and the Certificate of Trust, Declaration of Trust, Bylaws and any other relevant documentation to be amended to accomplish a change of name to eliminate any reference to “CNH Partners, LLC:” and (ii) within 60 days after the termination of this Agreement for or such similar contractual arrangement, shall cease to use in any reason other manner, including, but not limited to, use in any sales literature or promotional material, the name “CNH Partners, LLC” or any name, ▇▇▇▇ or logo type derived from it or similar to it or indicating that the Funds are managed by or otherwise associated with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-sub- adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-sub- advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-sub­ adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-sub­ advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two (2) years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇1▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this AgreementAgreement for the period that the Sub-Adviser provided services to the Trust.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting voting (a) securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser's management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇1940 Act) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may reasonably request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. Termination of this Agreement with respect to any given Fund, shall in no way affect the continued validity of this Agreement or the performance thereunder with respect to any other Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, Adviser and the Adviser Indemnitees and the Sub-Adviser under Section 6 5 of this Agreement.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "“interested persons" ” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' ’ written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' ’ written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "“assignment" ” (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications #498497 and information applicable to the period of Sub-Adviser's ’s services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.

Duration and Termination. (a) This Agreement shall be become effective immediately as of the date set forth above of execution first written above, and shall continue in effect for two years from its effective date and continue thereafter on an annual basis with respect to the each Fund, unless sooner terminated as ; provided herein, and shall continue year to year thereafter, provided each that such annual continuance is specifically approved at least annually (a) by (i) the vote of a majority of the Trustees Board, or (iib) a by the vote of a "majority" majority of the outstanding voting shares of each Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securitiesTrust, provided that in either event the continuance is also approved by a majority of Investment Adviser, or the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this AgreementFund Manager, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval.. This Agreement may be terminated with respect to any Funds: (ba) This Agreement is terminable by the Trust at any time with respect to the services provided by the Fund Manager, without the payment of any penalty, by vote of a majority of the Board or by a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, without penaltyby vote of a majority of the outstanding voting shares of such Fund, on upon sixty (60) days' ’ prior written notice to the Sub-Fund Manager and the Investment Adviser: ; (ib) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the FundManager at any time, without the payment of any penalty, by the Sub-Adviser upon ninety sixty (9060) days' ’ prior written notice to the Investment Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Fund Manager and the Trust. This Agreement will terminate automatically in event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. In the event of a termination of this Agreement for any reason with respect is terminated or is not approved in the manner described above, (i) Fund Manager agrees to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser provide all periodic compliance reports, certifications and information applicable assistance called for pursuant to paragraphs 2(b), 2(h), 2(i), 2(k), 2(n), 2(p), and 2(q) within 30 business days of termination, and (ii) the Sections or Paragraphs numbered 2(g) for a period of Sub-Adviser's services provided under this Agreementsix years, including annual compliance reports and certifications. (d) Termination 2(m), 2(t), 2(v), 9, 10, 13, 14, 17, 18, 19 and 20 of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 as well as any applicable provision of this AgreementParagraph numbered 16 shall remain in effect.

Duration and Termination. (a) This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. (b) This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days' written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940 Act). (c) In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio portion of Fund assets under the Sub-Adviser's management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, including annual compliance reports and certifications. (d) Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees lndemnitees and the Sub-Adviser under Section 6 of this Agreement.