Common use of Duration and Termination Clause in Contracts

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafterAgreement, subject to renewal unless sooner terminated as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fundherein, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate continue for two years from the date after its initial approval as to each Portfolio and thereafter for periods of its execution unless its renewal one year for so long as such continuance thereafter is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or (ii) the by vote of a majority of the outstanding voting securities of the Fund; providedPortfolio on not less than 30 days nor more than 60 days written notice to the Adviser, howeveror by the Adviser at any time without the payment of any penalty, that if on 60 days written notice to the continuance Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement is submitted shall be given in writing, addressed and delivered, or mailed postpaid, to the shareholders other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the Fund for their approval and such shareholders fail to approve such continuance outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant , subject to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date exemptions as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed granted by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Securities and Exchange Commission under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Advisersaid Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafterAgreement, subject to renewal unless sooner terminated as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fundherein, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate continue for two years from the date after its initial approval as to each Portfolio and thereafter for periods of its execution unless its renewal one year for so long as such continuance thereafter is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or (ii) the by vote of a majority of the outstanding voting securities of the Fund; providedPortfolio on not less than 30 days nor more than 60 days written notice to the Adviser, howeveror by the Adviser at any time without the payment of any penalty, that if on 60 days written notice to the continuance Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement is submitted shall be given in writing, addressed and delivered, or mailed postpaid, to the shareholders other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 11, the terms “assignment”, “interested persons”, and a “vote of a majority of the Fund for their approval and such shareholders fail to approve such continuance outstanding voting securities” shall have the respective meanings set forth in the Investment Company Act of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant , subject to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date exemptions as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed granted by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Securities and Exchange Commission under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Advisersaid Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(a)(ii) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement, without payment of any penalty. With respect to a Fund, termination may be authorized by vote action of its the Board or (ii) with respect to the Fund, upon the by an “affirmative vote of a majority of the outstanding voting securities of the Fund” (as defined in Section 15); or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (dii) This Agreement shall automatically terminate two years from the date of its execution unless its the terms of such contract and any renewal thereof is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not parties to the Agreement or “interested persons persons” (as defined in Section 15) of the Trust, the Adviser Trust or the Sub-Adviser, at a an in-person meeting called for the purpose of voting on such approval; , or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the each Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the each Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and. (eb) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective Agreement, unless sooner terminated as of the date executed and provided herein, shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; , and (b) by the Trustees of the Trust or (ii) the by vote of a majority of the outstanding voting securities of the Fundeach Portfolio; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders any Portfolio fail to approve such continuance of this the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as in the manner and to the Fund extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination . This Agreement may be terminated as to any Portfolio at any time, without the payment of this Agreement pursuant any penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to this Section shall be the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. In This Agreement will automatically and immediately terminate in the event of termination of its assignment. Any notice under this Agreement for shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any reasonoffice of such party. As used in this Section 11, the Sub-Adviser shallterms "assignment", immediately upon notice "interested persons", and a "vote of termination or on a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such later date exemptions as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed granted by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Securities and Exchange Commission under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Advisersaid Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafterAgreement, subject to renewal unless sooner terminated as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fundherein, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate continue for two years from the date after its initial approval as to each Portfolio and thereafter for periods of its execution unless its renewal one year for so long as such continuance thereafter is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or (ii) the by vote of a majority of the outstanding voting securities of the Fund; providedPortfolio on not less than 30 days nor more than 60 days written notice to the Adviser, howeveror by the Adviser at any time without the payment of any penalty, that if on 60 days written notice to the continuance Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement is submitted shall be given in writing, addressed and delivered, or mailed postpaid, to the shareholders other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 10, the terms "assignment", "interested persons", and a "vote of a majority of the Fund for their approval and such shareholders fail to approve such continuance outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant , subject to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date exemptions as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed granted by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Securities and Exchange Commission under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Advisersaid Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserSubadviser and the Trust; or (c) The Sub-Adviser may Subadviser at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallSubadviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Subadviser under applicable law. In addition, the Sub-Adviser Subadviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the Adviser.

Duration and Termination. This Agreement shall become effective Agreement, unless sooner terminated as of the date executed and provided herein, shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Trustees of the Trust or (ii) the by vote of a majority of the outstanding voting securities of the Fund; providedPortfolio on not less than 30 days nor more than 60 days written notice to the Adviser, howeveror by the Adviser at any time without the payment of any penalty, that if on 90 days written notice to the continuance Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement is submitted shall be given in writing, addressed and delivered, or mailed postpaid, to the shareholders other party at any office of such party. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the Fund for their approval and such shareholders fail to approve such continuance outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant subject to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date exemptions as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed granted by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Securities and Exchange Commission under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Advisersaid Act.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(a)(ii) hereof and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement, without payment of any penalty. With respect to a Fund, termination may be authorized by vote action of its the Board or (ii) with respect to the Fund, upon the by an “affirmative vote of a majority of the outstanding voting securities of the Fund” (as defined in Section 14); or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (dii) This Agreement shall automatically terminate two years from the date of its execution unless its the terms of such contract and any renewal thereof is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not parties to the Agreement or “interested persons persons” (as defined in Section 14) of the Trust, the Adviser Trust or the Sub-Adviser, at a an in-person meeting called for the purpose of voting on such approval; , or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the each Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the each Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and. (eb) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective with respect to each Fund listed on Schedule A hereof as of the date executed and shall remain in full force and effect continually thereafterhereof and, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to each Fund not in existence on that date, on the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate date an amendment to Schedule A to this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailrelating to that Fund is executed. Unless sooner terminated as provided herein, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate continue in effect for two years from the date of its execution unless its renewal hereof. Thereafter, if not terminated, this Agreement shall continue automatically in effect as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually thereafter by (i) the Trust's Board or (ii) the vote of a "majority of the outstanding voting securities" of a Fund, and provided that in either event the continuance is also approved by a majority vote of the Trustees, including a majority vote of such Trustees Trust's Board who are not "interested persons persons" of the Trustany party to this Agreement, the Adviser or the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; or . (b) Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon no less than 60 days' written notice, by either the Trust through a vote of a majority of the outstanding voting securities members of the Fund; provided, however, that if Board who are not "interested persons" of the continuance Trust and have no direct or indirect financial interest in the operation of this Agreement is submitted to the shareholders or by vote of a "majority of the Fund for their approval and such shareholders fail to approve such continuance outstanding voting securities" of a Fund, or by the Distributor. The terms of this Agreement as provided hereinshall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Sub-Adviser may continue to serve hereunder as to Distributor and the Fund in a manner consistent with Trust. If required under the 1940 Act and Act, any such amendment must be approved by the rules and regulations thereunder; and (e) Termination Trust's Board, including a majority of this Agreement pursuant the Trust's Board who are not "interested persons" of any party to this Section shall be without payment Agreement, by vote cast in person at a meeting for the purpose of any penaltyvoting on such amendment. In the event of termination of this Agreement for any reasonthat such amendment affects the Adviser, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may written instrument shall also be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed signed by the Adviser, . This Agreement will automatically terminate in the transition event of portfolio asset management to any successor of the Sub-Adviser, including the Adviserits assignment.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafterAgreement, subject to renewal unless sooner terminated as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fundherein, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate continue for two years from the date after its initial approval as to each Portfolio and thereafter for periods of its execution unless its renewal one year for so long as such continuance thereafter is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; , and (b) by the Trustees of the Trust or (ii) the by vote of a majority of the outstanding voting securities of the Fundeach Portfolio; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders any Portfolio fail to approve such continuance of this the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as in the manner and to the Fund extent permitted by the 1940 Act and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this . This Agreement pursuant may be terminated as to this Section shall be any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days' nor more than 60 days' written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days' written notice to the Trust. In This Agreement will automatically and immediately terminate in the event of termination of its assignment. Any notice under this Agreement for any reasonshall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address. As used in this Section 10, the Sub-Adviser shallterms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, immediately upon notice of termination or on subject to such later date exemptions as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed granted by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Securities and Exchange Commission under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Advisersaid Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser and the Trust; or (c) The Sub-Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserSubadviser and the Trust; or (c) The Sub-Adviser may Subadviser at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallSubadviser, immediately promptly upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Subadviser under applicable law. In addition, the Sub-Adviser Subadviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the Adviser. Notwithstanding the foregoing, the Subadviser shall retain Fund’s Books and Records required to be retained under applicable law.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its their assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective Agreement, unless sooner terminated as of the date executed and provided herein, shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Trustees of the Trust or (ii) the by vote of a majority of the outstanding voting securities of the Fund; providedPortfolio on not less than 30 days' nor more than 60 days' written notice to the Adviser, howeveror by the Adviser at any time without the payment of any penalty, that if on 90 days' written notice to the continuance Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement is submitted shall be given in writing, addressed and delivered, or mailed postpaid, to the shareholders other party at any office of such party. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the Fund for their approval and such shareholders fail to approve such continuance outstanding voting securities" shall have the respective meanings set forth in the Investment Company Act of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant subject to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date exemptions as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed granted by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Securities and Exchange Commission under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Advisersaid Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, then the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its their assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement The following shall become effective as apply with respect to the duration and termination of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as followsthis Agreement: (a) The Trust may cause This Agreement shall begin as of the date this Agreement is first executed (provided that the Agreement is initially approved by the Trust's Board of Trustees and Fund shareholder(s) as required by Section 15 of the 1940 Act) and shall continue in effect for one year. Thereafter, ▇▇▇▇ ▇▇▇eement shall remain in effect, for successive periods of one year, subject to terminate either the provisions for termination and all of the other terms and conditions hereof if: (i) such continuation shall be specifically approved at least annually by vote (A) either the Trust's Board of its Board Trustees or a majority of the Fund's outstanding voting securities, and in either case (B) a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party other than as Trustees of the Trust (the "Independent Trustees"), cast in person at a meeting called for that purpose; and (ii) with respect the Adviser shall not have notified the Trust in writing at least sixty (60) days prior to the Fundanniversary date of this Agreement in any year thereafter that it does not desire such continuation. Prior to voting on the renewal of this Agreement, upon the Trust's Board of Trustees may request and evaluate, and the Adviser shall furnish, such information as may reasonably be necessary to enable the Trust's Board of Trustees to evaluate the terms of this Agreement. (b) Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time, without payment of any penalty, by affirmative vote of a majority of the Trust's Board of Trustees, or by vote of a majority of the outstanding voting securities of the Fund; or (b, as defined in Section 2(a)(42) The Adviser may at any time terminate this Agreement of the 1940 Act, or by not more than the Adviser, in each case, upon sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or other party and shall terminate automatically in the event of its "assignment" (c) The Sub-as that term is defined in the 1940 Act). No assignment shall be deemed to result from any changes in the directors, officers or employees of the Adviser except as may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, be provided to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund contrary in a manner consistent with the 1940 Act and or the rules and or regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust Fund may cause this Agreement to terminate either (i) by vote of its the Fund’s Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than with at least sixty (60) days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser and the Fund; or (c) The Sub-Adviser may at any time may terminate this Agreement by not more than with at least sixty (60) days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Fund, subject to the provisions/requirements listed in the final paragraph of this Section 12; or (d) This Agreement automatically shall automatically terminate two years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser or the Sub-AdviserFund, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In the event of termination for any reason, the Sub-Adviser hereby agrees to continue to cooperate and work with the Adviser as reasonably requested by Adviser to assist in a smooth transition and/or liquidation including, but not limited to, assistance related to valuation of Fund securities and any Fund liquidation plans/efforts and, if necessary, providing services beyond the 60 day notice period; provided that, notwithstanding anything to the contrary, the Sub-Adviser shall continue to receive compensation as described in Schedule A hereto while it continues to provide any such services with respect to the Fund. In addition, the Sub-Adviser shall deliver the Fund's ’s Books and Records to the Adviser and the Fund by such means and in accordance with such schedule as the Adviser and the Fund, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Fund, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the FundFunds, upon the affirmative vote of a majority of the outstanding voting securities of the FundFunds; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the FundFunds; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the a Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's ’s Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (c) of this section and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, or express delivery, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, or express delivery, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser. Notwithstanding the foregoing, the Sub-Adviser may keep copies of any Fund Books and Records for the Sub-Adviser's records that are required to be maintained by law.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (d) of this section and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) : The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) or The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafterAgreement, subject to renewal unless sooner terminated as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fundherein, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate continue for two years from the date of after its execution unless its renewal as to each Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; , and (b) by the Trustees of the Trust or (ii) the by vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the any Fund for their approval and such shareholders fail to approve such continuance of this the Agreement as provided herein, the Sub-Underlying Adviser may continue to serve hereunder as in the manner and to the Fund extent permitted by the Investment Company Act and rules thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Investment Company Act and the rules and regulations thereunder; and (e) Termination of this . This Agreement pursuant may be terminated as to this Section shall be any Fund at any time, without the payment of any penalty, by the Manager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Board of the Trust or by vote of a majority of the outstanding voting securities of a Fund on not less than thirty (30) days nor more than sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on sixty (60) days written notice to the Manager and the Lead Adviser. In This Agreement will automatically and immediately terminate in the event of termination its assignment. For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice period provided in this Section may be waived by the party(ies) required to be notified, in their absolute discretion. As used in this Section 16, the terms “assignment”, “interested persons”, and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the Investment Company Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement for any reason, which is not promptly cured (to the Sub-extent that such breach is curable); (ii) the Key Portfolio Manager(s) ceasing to be employed by the Underlying Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf continuing to oversee the Underlying Adviser’s management of the Fund and with respect to Funds’ assets; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of its assetsthe Underlying Adviser being accused in any regulatory, except self-regulatory or judicial proceeding as expressly directed having violated the federal securities laws or engaged in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or as otherwise required by any fiduciary duties officer or director of the Sub-Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor Section 9 of the Sub-Adviser, including the AdviserInvestment Company Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement The following shall become effective as apply with respect to the duration and termination of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as followsthis Agreement: (a) The Trust may cause This Agreement shall begin as of the date this Agreement is first executed (provided that the Agreement is initially approved by the Trust's Board of Trustees and Fund shareholder(s) as required by Section 15 of the ▇▇▇▇ ▇▇▇) and shall continue in effect for one year. Thereafter, this Agreement shall remain in effect, for successive periods of one year, subject to terminate either the provisions for termination and all of the other terms and conditions hereof if: (i) such continuation shall be specifically approved at least annually by vote (A) either the Trust's Board of its Board Trustees or a majority of the Fund's outstanding voting securities, and in either case (B) a majority of the Trust's Trustees who are not parties to this Agreement or interested persons of any such party other than as Trustees of the Trust (the "Independent Trustees"), cast in person at a meeting called for that purpose; and (ii) with respect the Adviser shall not have notified the Trust in writing at least sixty (60) days prior to the Fundanniversary date of this Agreement in any year thereafter that it does not desire such continuation. Prior to voting on the renewal of this Agreement, upon the Trust's Board of Trustees may request and evaluate, and the Adviser shall furnish, such information as may reasonably be necessary to enable the Trust's Board of Trustees to evaluate the terms of this Agreement. (b) Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time, without payment of any penalty, by affirmative vote of a majority of the Trust's Board of Trustees, or by vote of a majority of the outstanding voting securities of the Fund; or (b, as defined in Section 2(a)(42) The Adviser may at any time terminate this Agreement of the 1940 Act, or by not more than the Adviser, in each case, upon sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or other party and shall terminate automatically in the event of its "assignment" (c) The Sub-as that term is defined in the 1940 Act). No assignment shall be deemed to result from any changes in the directors, officers or employees of the Adviser except as may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, be provided to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund contrary in a manner consistent with the 1940 Act and or the rules and or regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the FundPortfolio's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Funds may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Funds; or (cb) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (dc) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the TrustFunds, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its Fund assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the each Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund (with all outstanding trades permitted to settle.) and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver copies of the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c13(d) and unless terminated automatically as set forth in Section 11 12 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; or (e) At any time upon mutual agreement of the parties hereto; and (ef) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall shall, upon request, deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as upon its execution; provided, that with respect to any Portfolio now existing or hereafter created, this agreement shall not take effect unless it first has been approved (i) by a vote of the date executed majority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Portfolio's outstanding voting securities. This Agreement shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or continuously thereafter until terminated without the payment of any penalty as follows: (a) The Trust may cause this Agreement to terminate either (i) by By vote of a majority of its Board Directors, or (ii) with respect to the Fund, upon by the affirmative vote of a majority of the outstanding voting securities Shares of such Portfolio, the Fund; or (b) The Adviser Fund may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than sixty (60) days' nor less than thirty (30) 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser at its principal offices; or (cb) The Sub-Adviser may at With respect to any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailPortfolio, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by if (i) the Directors or the shareholders of that Portfolio by the affirmative vote of a majority vote of the Trusteesoutstanding shares of such Portfolio, including and (ii) a majority vote of such Trustees the Directors who are not interested persons of the Trust, Fund or of the Adviser or the Sub-Adviserof any subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval; , do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or (ii) upon the vote expiration of a majority one year from the effective date of the outstanding voting securities of the Fundlast such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund a Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunderthereunder with respect to that Portfolio; andor (ec) Termination of The Adviser may at any time terminate this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any or all Portfolios by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid to the Fund. d) This Agreement automatically and immediately will terminate in the event of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviserassignment.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ab) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserTrust; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination and termination of this Agreement pursuant to this Section 13 shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) or This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser, or if the Adviser is no longer serving as an adviser to the Fund, the Board, or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Fund may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (cb) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (dc) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the TrustFund, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its Fund assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(a)(iv) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (ai) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bii) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserSubadviser and the Trust; or (ciii) The Sub-Adviser may Subadviser at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (div) This Agreement automatically shall automatically terminate with respect to a Fund two (2) years from the date of its execution Effective Date specified for that Fund on Schedule A hereto unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, then the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (eb) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. . (c) In the event of termination of this Agreement for any reason, the Sub-Adviser shallSubadviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its assetsthe Fund’s Assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Subadviser under applicable law. In addition, the Sub-Adviser Subadviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust Company may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserCompany; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the TrusteesDirectors, including a majority vote of such Trustees Directors who are not interested persons of the Trust, the Adviser Company or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Company and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Company Books and Records to the Adviser Company by such means and in accordance with such schedule as the Adviser Company shall direct and shall otherwise cooperate, as reasonably directed by the AdviserCompany, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as Adviser to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its execution Original Effective Date unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, then the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately promptly upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct reasonably direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective continue in effect as between BNY Mellon and the Fund for a term of three years commencing as of the date executed hereof, and at the end of such three-year period shall remain automatically continue as between the Fund and BNY Mellon for successive one-year terms, provided, that the Fund’s Board of Trustees (“Board”) shall review this Agreement from time to time in full force reference to the terms and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as conditions specifically set forth below in clause (i)(A)-(C) of this Section 11 hereof or until 15. Notwithstanding the above, this Agreement may be terminated as followsbetween the Fund and BNY Mellon: (ai) The Trust during the first three years, without the payment of any penalty for such termination: (A) by the Fund, on ninety (90) days prior written notice to BNY Mellon, as may cause be required by and consistent with the Board’s fiduciary obligations under the 1940 Act in connection with any annual review; however, in connection with such review of this Agreement by the Board, the Board acknowledges the fees to terminate either be received by BNY Mellon are fair and reasonable for a three-year term; or (iB) by vote the Fund, on sixty (60) days prior written notice to BNY Mellon, if BNY Mellon is in material breach of this Agreement and BNY Mellon has not remedied such breach within such sixty (60) day period; or (C) by the Fund, on sixty (60) days prior written notice to BNY Mellon, if BNY Mellon: (1) enters into a transaction that would result in a change of control of greater than 50% of the beneficial ownership of the shares of beneficial interest of BNY Mellon, other than any such change of control where the Board determines the successor entity has similar financial standing and ability to provide services hereunder as BNY Mellon; or (2) files a petition for bankruptcy, or another comparable filing by BNY Mellon has occurred; or (3) has a materially impaired financial condition; or (4) has a significant regulatory problem or is the subject of a significant regulatory investigation; and in the case of subsections (1) through (4) above, the Board determines in the exercise of its Board or fiduciary obligations under the 1940 Act that such event materially impairs BNY Mellon’s ability to perform its duties under this Agreement; or (iiD) with respect by BNY Mellon, on one hundred fifty (150) days prior written notice to the Fund, upon if the affirmative vote of a majority Fund is in material breach of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunderAgreement; and (eii) Termination of this Agreement pursuant to this Section shall be at any time after the first three years, without the payment of any penalty, on ninety (90) days prior written notice by the Fund to BNY Mellon or on one hundred fifty (150) days prior written notice by BNY Mellon to the Fund. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of between the Fund and with respect to any of its assets, except as expressly directed BNY Mellon by the Adviser Fund pursuant to subsections (i)(A) or (ii) of this Section 15, or by BNY Mellon after a material breach of this Agreement by the Fund, all expenses (which shall not be deemed a penalty) associated with the movement (or duplication) of records and materials, deconversion or conversion to a successor administrator or other service provider incurred by BNY Mellon, will be borne by the Fund. During the first three years commencing as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In additiondate hereof, BlackRock Advisors, LLC will not recommend termination of this Agreement as between the Sub-Adviser shall deliver Fund and BNY Mellon, provided such action or inaction by BlackRock Advisors, LLC is not contrary to its fiduciary obligations to the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser. The Sub-Adviser may retain copies of such records.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two years from the date of its the Agreement’s execution unless its the renewal of the Agreement is specifically approved prior to the end of the initial two year period and at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct reasonably direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed first above written and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c9(b) and unless terminated automatically as set forth in Section 11 8 hereof or until terminated as follows: (ai) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser Manager may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; orSubadviser; (cii) The Sub-Adviser Fund may cause this Agreement to terminate either (x) by vote of its Trustees or (y) by the affirmative vote of a majority of the outstanding voting securities of the Fund; and (iii) The Subadviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; orManager. (db) This Agreement shall automatically terminate two years from the date on December 31 of any year, beginning on December 31, 2002, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such the Trustees who are not interested persons of the TrustFund, the Adviser Manager or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such approval; approval or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) . Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser Subadviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable lawManager. In addition, the Sub-Adviser Subadviser shall deliver the Fund's Books and Records to the Adviser Manager by such means and in accordance with such schedule as the Adviser Manager shall direct and shall otherwise cooperate, as reasonably directed by the AdviserManager, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the AdviserManager.

Duration and Termination. This Agreement The following shall become effective as apply with respect to the duration and termination of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as followsthis Agreement: (a) The Trust may cause This Agreement shall begin as of the date this Agreement is first executed (provided that the Agreement is initially approved by the Trust’s Board of Trustees and Fund shareholder(s) as required by Section 15 of the ▇▇▇▇ ▇▇▇) and shall continue in effect for two years. Thereafter, this Agreement shall remain in effect, for successive periods of one year, subject to terminate either the provisions for termination and all of the other terms and conditions hereof if: (i) such continuation shall be specifically approved at least annually by vote (A) either the Trust’s Board of its Board Trustees or a majority of each Fund’s outstanding voting securities, and in either case (B) a majority of the Trust’s Trustees who are not parties to this Agreement or interested persons of any such party other than as Trustees of the Trust (the “Independent Trustees”), cast in person at a meeting called for that purpose; and (ii) with respect the Adviser shall not have notified the Trust in writing at least sixty (60) days prior to the Fundanniversary date of this Agreement in any year thereafter that it does not desire such continuation. Prior to voting on the renewal of this Agreement, upon the Trust’s Board of Trustees may request and evaluate, and the Adviser shall furnish, such information as may reasonably be necessary to enable the Trust’s Board of Trustees to evaluate the terms of this Agreement. (b) Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time, without payment of any penalty, by affirmative vote of a majority of the Trust’s Board of Trustees, or by vote of a majority of the outstanding voting securities of each Fund, as defined in Section 2(a)(42) of the Fund; or (b) The Adviser may at any time terminate this Agreement 1940 Act, or by not more than the Adviser, in each case, upon sixty (60) days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or other party and shall terminate automatically in the event of its “assignment” (c) The Sub-as that term is defined in the 1940 Act). No assignment shall be deemed to result from any changes in the directors, officers or employees of the Adviser except as may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, be provided to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund contrary in a manner consistent with the 1940 Act and or the rules and or regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.such

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser and the Trust; or (c) The Sub-Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such noticesaid notice within the time period above, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver upon written request the Fund's Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Funds may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Funds; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the TrustFunds, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the FundFunds; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its Fund assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, or (ii) when delivered by a nationally, or internationally, as the case may be, recognized courier service, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, or (ii) when delivered by a nationally, or internationally, as the case may be, recognized courier service, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafterAgreement, subject to renewal unless sooner terminated as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fundherein, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate continue for two years from the date of after its execution unless its renewal as to each Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; , and (b) by the Trustees of the Trust or (ii) the by vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the any Fund for their approval and such shareholders fail to approve such continuance of this the Agreement as provided herein, the Sub-Underlying Adviser may continue to serve hereunder as in the manner and to the Fund extent permitted by the Investment Company Act and rules thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Investment Company Act and the rules and regulations thereunder; and (e) Termination of this . This Agreement pursuant may be terminated as to this Section shall be any Fund at any time, without the payment of any penalty, by the Manager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Board of the Trust or by vote of a majority of the outstanding voting securities of a Fund on not less than thirty (30) days nor more than sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on sixty (60) days written notice to the Manager and the Lead Adviser. In This Agreement will automatically and immediately terminate in the event of termination its assignment. For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice period provided in this Section may be waived by the party(ies) required to be notified, in their absolute discretion. As used in this Section 18, the terms “assignment”, “interested persons”, and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the Investment Company Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement for any reason, which is not promptly cured (to the Sub-extent that such breach is curable); (ii) the Key Portfolio Manager(s) ceasing to be employed by the Underlying Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf continuing to oversee the Underlying Adviser’s management of the Fund and with respect to Funds’ assets; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of its assetsthe Underlying Adviser being accused in any regulatory, except self-regulatory or judicial proceeding as expressly directed having violated the federal securities laws or engaged in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or as otherwise required by any fiduciary duties officer or director of the Sub-Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor Section 9 of the Sub-Adviser, including the AdviserInvestment Company Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafterAgreement, subject to renewal unless sooner terminated as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fundherein, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate continue for two years from the date of after its execution unless its renewal as to each Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those Trustees of the Trustees, including a majority vote of such Trustees Trust who are not parties to this Agreement or interested persons of the Trustany such party, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval; , and (b) by the Trustees of the Trust or (ii) the by vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the any Fund for their approval and such shareholders fail to approve such continuance of this the Agreement as provided herein, the Sub-Underlying Adviser may continue to serve hereunder as in the manner and to the Fund extent permitted by the Investment Company Act and rules thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Investment Company Act and the rules and regulations thereunder; and (e) Termination of this . This Agreement pursuant may be terminated as to this Section shall be any Fund at any time, without the payment of any penalty. In , by the Manager or the Lead Adviser upon not less than thirty (30) days nor more than sixty (60) days prior notice to the other parties hereto, by vote of a majority of the Board of the Trust or by vote of a majority of the outstanding voting securities of a Fund on not less than thirty (30) days nor more than sixty (60) days written notice to the Underlying Adviser, or by the Underlying Adviser at any time without the payment of any penalty, on thirty (30) days written notice to the Manager and the Lead Adviser provided however that, immediately following the event of termination a decrease which reduces the Allocated Portion of any fund to zero, the underlying adviser may, but is not obligated, terminate this agreement as to that fund immediately upon written notice to the manager and the lead adviser. This Agreement will automatically and immediately terminate in the event of its assignment. For the avoidance of doubt, the Lead Adviser may from time to time, and at any time, decrease the Allocated Portion. A notice period provided in this Section may be waived by the party(ies) required to be notified, in their absolute discretion. As used in this Section 16, the terms “assignment”, “interested persons”, and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the Investment Company Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the SEC under said Act. This Agreement may also be terminated without the payment of any penalty, by the Manager, Lead Adviser or the Trust immediately by written notice to the Underlying Adviser upon: (i) a material breach by the Underlying Adviser of this Agreement for any reason, which is not promptly cured (to the Sub-extent that such breach is curable); (ii) the Key Portfolio Manager(s) ceasing to be employed by the Underlying Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf continuing to oversee the Underlying Adviser’s management of the Fund and with respect to Funds’ assets; or (iii) the Underlying Adviser or any officer, director or Key Portfolio Manager of its assetsthe Underlying Adviser being accused in any regulatory, except self-regulatory or judicial proceeding as expressly directed having violated the federal securities laws or engaging in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Underlying Adviser immediately by written notice to the Lead Adviser upon: (i) a material breach by the Manager or the Lead Adviser of this Agreement which is not promptly cured (to the extent that such breach is curable); or (ii) the Manager or the Lead Adviser or as otherwise required by any fiduciary duties officer or director of the Sub-Manager or the Lead Adviser having been found ineligible to serve in their respective capacity under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor Section 9 of the Sub-Adviser, including the AdviserInvestment Company Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof, and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two years from the date of its the Agreement’s execution unless its the renewal of the Agreement is specifically approved prior to the end of the initial two year period and at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund, in either case by not more than sixty (60) days' nor less than (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (i) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (aj) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bk) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (dl) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser and the Trust; or (c) The Sub-Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by for certain administrative activities associated with transitioning or terminating the Adviser services or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective with respect to a Fund as of the date executed “Effective Date” set forth on Schedule A hereto and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c13(c) hereof, and unless terminated automatically as set forth in Section 11 12 hereof or until terminated as follows: (a) The Trust This Agreement may cause this Agreement be terminated at any time on not more than sixty (60) days’ written notice to terminate either the Adviser by (i) by vote of the Board, either in its Board entirety or (ii) with respect to the Fund, upon the affirmative or (ii) by vote of a majority of the outstanding voting securities of the Fund; or; (b) The Adviser may at any time may terminate this Agreement Agreement, either in its entirety or with respect to the Fund, by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its execution original Effective Date unless its the Agreement’s renewal specifically is specifically approved before two (2) years from the Effective Date specified for a Fund on Schedule A hereto and at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the a Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, then the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately promptly upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of each of the Fund Funds and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct reasonably direct, and otherwise shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser. The Adviser may retain a copy of all Fund Books and Records that the Adviser reasonably believes necessary to comply with applicable law, including but not limited to the AdviserAdvisers Act.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its their assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as upon the date that the Trust’s registration statement is declared effective by the Securities and Exchange Commission and shall remain in effect for an initial period of two years; provided, that with respect to each Fund, this Agreement shall not take effect unless it first has been approved by (i) a vote of the date executed majority of those Trustees who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) each Fund’s initial shareholder. (b) If the initial shareholder of a Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, the Advisor will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with the Advisor or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to the Advisor for its services to and payments on behalf of the Fund will be equal to the lesser of the actual costs incurred by the Advisor in furnishing such services and payments or the amount the Advisor would have received under this Agreement for furnishing such services and payments. (c) This Agreement shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or continuously thereafter until terminated without the payment of any penalty as follows: (a) The Trust may cause this Agreement to terminate either (i) by By vote of a majority of its Board Trustees, or (ii) with respect to the Fund, upon by the affirmative vote of a majority of the outstanding voting securities shares of a Fund, the Fund; or (b) The Adviser Trust may at any time terminate this Agreement with respect to a Fund by providing not more than sixty (60) 60 days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdvisor at its principal offices; or (cii) The Sub-Adviser may at any time terminate this Agreement With respect to each Fund, if (A) the Trustees or the shareholders of such Fund by not more than sixty the affirmative vote of a majority of the outstanding shares of the Fund, and (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (iB) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the TrustTrust or of the Advisor, the Adviser or the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; , do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or (ii) upon the vote expiration of a majority one year from the effective date of the outstanding voting securities of the Fundlast such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the a Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser Advisor may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunderthereunder with respect to the Fund; andor (d) The Advisor may at any time terminate this Agreement by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid to the Trust. (e) Termination of this This Agreement pursuant to this Section shall be without payment of any penalty. In automatically and immediately will terminate in the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviserassignment.

Duration and Termination. (a) This Agreement shall become effective as of the date executed first above written and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c9(b) and unless terminated automatically as set forth in Section 11 8 hereof or until terminated as follows: (ai) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser Manager may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; orSubadviser; (cii) The Sub-Adviser Trust may cause this Agreement to terminate either (x) by vote of its Trustees or (y) by the affirmative vote of a majority of the outstanding voting securities of the Fund; and (iii) The Subadviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; orManager. (db) This Agreement shall automatically terminate two years from the date on December 31 of any year, beginning on December 31, 2002, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (i) a majority vote of the Trustees, Trustees including a majority vote of such the Trustees who are not interested persons of the TrustFund, the Adviser Manager or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such approval; or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) . Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser Subadviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable lawManager. In addition, the Sub-Adviser Subadviser shall deliver the Fund's Books and Records to the Adviser Manager by such means and in accordance with such schedule as the Adviser Manager shall direct and shall otherwise cooperate, as reasonably directed by the AdviserManager, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the AdviserManager.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser. The Sub-Adviser may retain a copy of the Fund's Books and Records as required to meet record retention obligations imposed by law or regulation.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 12 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(csubparagraph (c) of this section and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) . Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its the assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the a Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the a Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the that Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its the Funds' assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserSubadviser and the Trust; or (c) The Sub-Adviser may Subadviser at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallSubadviser, immediately promptly upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Subadviser under applicable law. In addition, the Sub-Adviser Subadviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the Adviser. Notwithstanding the foregoing, the Subadviser shall retain Fund’s Books and Records required to be retained under applicable law.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement Contract shall become effective as of the date executed firs above written and shall terminate 120 days from such date of execution, unless this Contract is approved by shareholders of the Fund. Upon such shareholder approval, this contract shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and thereafter unless terminated automatically as set forth in Section 11 8 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board Corporation or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than Contract, without payment of any penalty, on sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; orSubadviser. Action of the Corporation under this Subsection may be taken either (i) by vote of its Directors or (ii) by the affirmative vote of a majority of the outstanding voting securities of the Fund. (cb) The Sub-Adviser Subadviser may at any time terminate this Agreement Contract by not more less than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (dc) This Agreement Contract shall automatically terminate two years from the date on May 1, of any year beginning in 2000, in which its execution unless its terms and renewal is specifically shall not have been approved at least annually thereafter by (i) a majority vote of the TrusteesDirectors of the Corporation voting in person, including a majority vote of such Trustees the Directors who are not interested persons of the TrustCorporation, the Adviser or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such approval; approval or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement Contract is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement contract as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and. (ed) Termination of this Agreement Contract pursuant to this Section shall be without payment of any penalty. . (e) In the event of termination of this Agreement Contract for any reason, the Sub-Adviser Subadviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable lawAdviser. In addition, the Sub-Adviser Subadviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset assets management to any successor successors of the Sub-AdviserSubadviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination pursuant to this section or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination pursuant to this section or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on upon such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserSubadviser and the Trust; or (c) The Sub-Adviser may Subadviser at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallSubadviser, immediately upon written notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Subadviser under applicable law. In addition, the Sub-Adviser Subadviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12 14(d) and unless terminated automatically as set forth in Section 11 13 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c13(d) hereof and unless terminated automatically as set forth in Section 11 12 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either either: (i) by vote of its Board the Trust's Board; or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund, upon 60 days prior written notice to the Subadviser; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserSubadviser and the Trust; or (c) The Sub-Adviser may Subadviser at any time may terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement's execution unless its the Agreement's renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders' approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section 13 shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallSubadviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund's assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Subadviser under applicable law. In addition, upon request, the Sub-Adviser Subadviser shall deliver the Fund's Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the Adviser. For avoidance of doubt, nothing herein shall prohibit the Subadvisor from maintaining copies of the Fund's Books and Records as required by applicable law or by the Subadviser' s internal policies and procedures.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall will become effective as of to each Fund as to the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) opposite each Fund's name on SCHEDULE A, provided that it has been approved by vote of its Board or (ii) with respect to the Fund, upon the affirmative a vote of a majority of the outstanding voting securities of such Fund in accordance with the requirements under the 1940 Act and, unless sooner terminated as provided herein, will continue in effect for two (2) years from such date. Thereafter, if not terminated as to a Fund; or (b) The Adviser may at any time terminate , this Agreement by not more than sixty will continue in effect as to a Fund for successive periods of twelve (6012) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailmonths, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal PROVIDED that such continuation is specifically approved at least annually thereafter (a) by (i) the vote of a majority vote of those members of the Trustees, including a majority vote Trust's Board of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, or Adviser, cast in person at a meeting called for the purpose of voting on such approval; , and (b) by the Trust's Board of Trustees or (ii) the by vote of a majority of the outstanding voting securities of such Fund. Notwithstanding the Fund; providedforegoing, however, that if the continuance of this Agreement is submitted may be terminated as to the shareholders Fund at any time, without the payment of any penalty, on sixty (60) days' written notice by the Trust. Once this Agreement has been in effect for a period of not less than five (5) years from July 27, 1999 (the execution date of the Fund for their approval and such shareholders fail to approve such continuance original version of the Agreement), then unless otherwise terminated in accordance with the foregoing, this Agreement may be terminated by Adviser or by the Sub-Adviser, as provided hereinto all Funds, by giving not less than one (1) years' notice. Notwithstanding the foregoing provisions, each of Adviser and the Sub-Adviser may continue to serve hereunder as terminate this Agreement prior to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf expiration of the Fund and with respect to any of its assets, except initial five (5) year term as expressly directed by the follows: (a) if either Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver materially breach this Agreement and such breach shall remain uncured for a period of sixty (60) days, the Fund's Books non-breaching party may terminate this Agreement upon expiration of the sixty-day period; and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, (b) in the transition of portfolio asset management event that the Trust terminates this Agreement with respect to any successor of either Adviser or the Sub-Adviser, including the Advisernon-terminated party may terminate this Agreement concurrent with the Fund's termination. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities", "interested persons" and "assignment" have the same meaning of such terms in the 1940 Act.)

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full fu] 1 force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as upon its execution; provided, that this Agreement shall not take effect unless it first has been approved (i) by a vote of the date executed majority of those trustees of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Fund's outstanding voting securities. This Agreement shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or continuously thereafter until terminated without the payment of any penalty as follows: (a) The Trust may cause this Agreement to terminate either (i) by By vote of a majority of its Board trustees, or (ii) with respect to the Fund, upon by the affirmative vote of a majority of the outstanding voting securities shares of the Fund; or (b) The Adviser , the Fund may at any time terminate this Agreement by providing not more than sixty (60) days' nor less than thirty (30) 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser at its principal offices; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (db) This Agreement shall automatically terminate be approved for an initial period of two years from the date of its execution unless its renewal is specifically approved and at least annually thereafter by (i) the Trustees or the shareholders of the Fund by the affirmative vote of a majority vote of its outstanding shares, and (ii) a majority of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, Fund or of the Adviser or the Sub-Adviserof any subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval; . If the continuance of this Agreement is not approved at least annually after the initial two-year period, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or (ii) upon the vote expiration of a majority one year from the effective date of the outstanding voting securities of the Fundlast such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the Fund shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; andor (ec) Termination of The Adviser may at any time terminate this Agreement pursuant by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to this Section shall be without payment of any penalty. In the Fund; or (d) This Agreement automatically and immediately will terminate in the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviserassignment.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; orTrust; (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; or (d) This Agreement shall terminate immediately with respect to a Fund upon the liquidation of such fund; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall reasonably direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's ’s Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Sub- Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(c) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Funds may cause this Agreement to terminate either (i) by vote of its Board upon not more than sixty (60) days’ nor less than thirty (30) days’ written notice or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Funds; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the TrustFunds, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the FundFunds; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; or (e) This Agreement shall terminate automatically and immediately in the event of the termination of the Management Agreement; and (ef) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its Fund assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the each Fund's ’s Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser, provided, however, that the Sub-Adviser is not required hereunder to provide investment advisory services in such a transition. The Sub-Adviser may retain copies of each Fund’s Books and Records following termination of this Agreement to the extent required by applicable law.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the FundFunds; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The By not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser, the Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate upon sixty (60) days’ written notice either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on upon such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c11(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (ab) The Trust Fund may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (bc) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the AdviserFund; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the TrusteesDirectors, including a majority vote of such Trustees Directors who are not interested persons of the Trust, the Adviser Fund or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) and Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assetsthe Assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Fund by such means and in accordance with such schedule as the Adviser Fund shall direct and shall otherwise cooperate, as reasonably directed by the AdviserFund, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become ------------------------ effective as upon its execution; provided, that with respect to any Portfolio now existing or hereafter created, this agreement shall not take effect unless it first has been approved by a vote of a majority of: (a) those directors of the date executed Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) that Portfolio's outstanding voting securities. This Agreement shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or continuously thereafter until terminated without the payment of any penalty as follows: (a) The Trust may cause this Agreement to terminate either (i) by i. By vote of a majority of its Board directors, or (ii) with respect to the Fund, upon by the affirmative vote of a majority of the outstanding voting securities shares of such Portfolio, the Fund; or (b) The Adviser Fund may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than sixty (60) days' nor less than thirty (30) 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserManager at its principal offices; or (c) The Sub-Adviser may at ii. With respect to any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailPortfolio, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by if: (i) the directors or the shareholders of that Portfolio by the affirmative vote of a majority vote of the Trusteesoutstanding shares of such Portfolio, including and (ii) a majority vote of such Trustees the directors who are not interested persons of the TrustFund or of the Manager or of any subadviser, the Adviser or the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; , do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or (ii) upon the vote expiration of a majority one year from the effective date of the outstanding voting securities of the Fundlast such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund a Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser Manager may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunderthereunder with respect to that Portfolio; andor (e) Termination of iii. The Manager may at any time terminate this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any or all Portfolios by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid to the Fund. iv. This Agreement automatically and immediately will terminate in the event of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviserassignment.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdviser and the Trust; or (c) The Sub-Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-Adviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallAdviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the a Fund and with respect to any of its the Fund’s assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser. Notwithstanding the foregoing Sub-Adviser may keep copies of all Books and Records as required by any applicable regulatory authority.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c12(d) and unless terminated automatically as set forth in Section 11 10 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserTrust; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser Trust or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (ed) Termination of this Agreement pursuant to this Section shall shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Fund Books and Records to the Adviser Trust by such means and in accordance with such schedule as the Adviser Trust shall direct and shall otherwise cooperate, as reasonably directed by the AdviserTrust, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective as upon ------------------------ its execution; provided, that with respect to any Portfolio now existing or hereafter created, this agreement shall not take effect unless it first has been approved (i) by a vote of the date executed majority of those Directors of the Fund who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Portfolio's outstanding voting securities. This Agreement shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or continuously thereafter until terminated without the payment of any penalty as follows: (a) The Trust may cause this Agreement to terminate either (i) by By vote of a majority of its Board Directors, or (ii) with respect to the Fund, upon by the affirmative vote of a majority of the outstanding voting securities Shares of such Portfolio, the Fund; or (b) The Adviser Fund may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than sixty (60) days' nor less than thirty (30) 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserAdvisor at its principal offices; or (cb) The Sub-Adviser may at With respect to any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mailPortfolio, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by if (i) the Directors or the shareholders of that Portfolio by the affirmative vote of a majority vote of the Trusteesoutstanding shares of such Portfolio, including and (ii) a majority vote of such Trustees the Directors who are not interested persons of the TrustFund or of the Advisor or of any subadviser, the Adviser or the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval; , do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or (ii) upon the vote expiration of a majority one year from the effective date of the outstanding voting securities of the Fundlast such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund a Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser Advisor may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunderthereunder with respect to that Portfolio; andor (ec) Termination of The Advisor may at any time terminate this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any or all Portfolios by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid to the Fund. (d) This Agreement automatically and immediately will terminate in the event of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviserassignment.

Duration and Termination. This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c13(c) hereof and unless terminated automatically as set forth in Section 11 12 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its the Trust’s Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-AdviserSubadviser and the Trust; or (c) The Sub-Adviser may Subadviser at any time may terminate this Agreement by not more than sixty (60) days' ’ nor less than thirty (30) days' ’ written notice delivered or mailed by registered mail, postage prepaid, to the AdviserAdviser and the Trust; or (d) This Agreement automatically shall automatically terminate two (2) years from the date of its the Agreement’s execution unless its the Agreement’s renewal specifically is specifically approved at least annually thereafter by by: (i) a majority vote of the Trustees, including a majority vote of such said Trustees who are not interested persons of the Trust, the Adviser Adviser, or the Sub-AdviserSubadviser, at a meeting called for the purpose of voting on such said approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that that, if the continuance of this Agreement is submitted to the shareholders of the Fund for their the shareholders’ approval and such said shareholders fail to approve such said continuance of this Agreement as provided herein, the Sub-Adviser Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shallSubadviser, immediately upon notice of termination or on such later date as may be specified in such said notice, shall cease all activity on behalf of the Fund and with respect to any of its assetsthe Fund’s Assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser Subadviser under applicable law. In addition, the Sub-Adviser Subadviser shall deliver the Fund's ’s Books and Records to the Adviser and the Trust by such means and in accordance with such schedule as the Adviser and the Trust, respectively, shall direct (provided the Subadviser may retain copies at the Subadviser’s own cost) and otherwise shall otherwise cooperate, as reasonably directed by the AdviserAdviser and the Trust, in the transition of portfolio asset management to any successor of the Sub-AdviserSubadviser, including the Adviser.

Duration and Termination. (a) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In addition, the Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) upon the affirmative vote of a majority of the outstanding voting securities of the Funds; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the TrustFunds, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund Funds and with respect to any of its Fund assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the each Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

Duration and Termination. This Agreement shall become effective continue in effect as between PNC and the Fund for a term of three years commencing as of the date executed hereof, and at the end of such three-year period shall remain automatically continue as between the Fund and PNC for successive one-year terms, provided, that the Fund’s Board of Directors (“Board”) shall review this Agreement from time to time and at least annually in full force reference to the terms and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as conditions specifically set forth below in clause (i)(A)-(C) of this Section 11 hereof or until 15(a). Notwithstanding the above, this Agreement may be terminated as followsbetween the Fund and PNC: (ai) The Trust during the first three years, without the payment of any penalty for such termination: (A) by the Fund, on ninety (90) days prior written notice to PNC, as may cause be required by and consistent with the Board’s fiduciary obligations under the 1940 Act in connection with any annual review; however, in connection with such review of this Agreement by the Board, the Board acknowledges the fees to terminate either be received by PNC are fair and reasonable for a three-year term; or (iB) by vote the Fund, on sixty (60) days prior written notice to PNC, if PNC is in material breach of this Agreement and PNC has not remedied such breach within such sixty (60) day period; or (C) by the Fund, on sixty (60) days prior written notice to PNC, if PNC: (1) enters into a transaction that would result in a change of control of greater than 50% of the beneficial ownership of the shares of beneficial interest of PNC, other than any such change of control where the Board determines the successor entity has similar financial standing and ability to provide services hereunder as PNC; or (2) files a petition for bankruptcy, or another comparable filing by PNC has occurred; or (3) has a materially impaired financial condition; or (4) has a significant regulatory problem or is the subject of a significant regulatory investigation; and in the case of subsections (1) through (4) above, the Board determines in the exercise of its Board or fiduciary obligations under the 1940 Act that such event materially impairs PNC’s ability to perform its duties under this Agreement; or (iiD) with respect by PNC, on one hundred fifty (150) days prior written notice to the Fund, upon if the affirmative vote of a majority Fund is in material breach of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or (c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunderAgreement; and (eii) Termination of this Agreement pursuant to this Section shall be at any time after the first three years, without the payment of any penalty, on ninety (90) days prior written notice by the Fund to PNC or on one hundred fifty (150) days prior written notice by PNC to the Fund. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of between the Fund and with respect to any of its assets, except as expressly directed PNC by the Adviser Fund pursuant to subsections (i)(A) or as otherwise required (ii) of this Section 15(a), or by any fiduciary duties PNC after a material breach of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver this Agreement by the Fund's Books , all expenses (which shall not be deemed a penalty) associated with the movement (or duplication) of records and Records materials, deconversion or conversion to the Adviser a successor administrator or other service provider incurred by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperatePNC, as reasonably directed will be borne by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the AdviserFund.