Common use of Duration and Termination Clause in Contracts

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2021. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its execution as to each Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on by the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority those Trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any 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 Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Fund; provided, however, that Fund. (c) Notwithstanding if the foregoingshareholders of any Fund 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 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 respect to any Fund(s) or any Sub-Adviser(s) this the Investment Company Act and the rules and regulations thereunder. This Agreement may be terminated as to any Fund at any time, without the payment of any penalty, by the Manager upon not less than (i30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Board of the Trust or by a vote of a majority of the outstanding voting securities of such Fund(sthe Fund on not less than (30) on thirty days nor more than (60) sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ days written notice to the Adviser, or by the Adviser and at any time without the payment of any penalty, on sixty (60) days written notice to the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall will automatically and immediately terminate in the event of its assignment. A notice period provided in this Section may be waived by the party required to be notified, or in their absolute discretion. As used in this Section 11, 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 event Investment Company Act and the Advisory Agreement is terminatedrules and regulations thereunder, subject to such exemptions as may be granted by the SEC under said Act.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Advisor upon the later of the date hereabove written and the date that such Sub-Advisor is registered with the SEC as an investment advisor under the Advisors Act, was initially approvedif a Sub-Advisor is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2009. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) Advisor(s), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ ' written notice to such Sub-Adviser(sAdvisor(s); or (ii) by the Adviser Advisor on sixty days’ ' written notice to such Sub-Adviser(sAdvisor(s); or (iii) by a Sub-Adviser Advisor on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-AdviserAdvisor, the Adviser Advisor shall assume the duties and responsibilities of such Sub-Adviser Advisor unless and until the Adviser Advisor appoints another Sub-Adviser Advisor to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(sAdvisor(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(sAdvisor(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This AgreementContract shall become effective upon the date hereabove written, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Boardindependent Trustees who are not parties to this Contract or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of a party to this Contract, including a majority of the other than as Board members ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2007. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) Fund this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ ' written notice to such Sub-Adviser(s)Adviser; or (ii) by the Adviser on sixty days’ ' written notice to such Sub-Adviser(s)Adviser; or (iii) by a the Sub-Adviser on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) Fund shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) other Fund. This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on by the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority those Trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any 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 Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Fund; provided, however, that Fund. (c) Notwithstanding if the foregoingshareholders of any Fund 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 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 respect to any Fund(s) or any Sub-Adviser(s) this the Investment Company Act and the rules and regulations thereunder. This Agreement may be terminated as to any Fund at any time, without the payment of any penalty, by the Manager upon not less than (i30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Board of the Trust or by a vote of a majority of the outstanding voting securities of such Fund(sthe Fund on not less than (30) on thirty days nor more than (60) sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ days written notice to the Adviser, or by the Adviser and at any time without the payment of any penalty, on sixty (60) days written notice to the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall will automatically and immediately terminate in the event of its assignment. A notice period provided in this Section may be waived by the party required to be notified, or in their absolute discretion. As used in this Section 11, 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 event Investment Company Act and the Advisory Agreement is terminatedrules and regulations thereunder, subject to such exemptions as may be granted by the SEC under said Act.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority become effective as of the Trust’s Board, including a majority date of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule Aexecution first written above, and shall continue in effect from year for two years and continue thereafter on an annual basis with respect to year thereafter the Fund(s); provided that such annual continuance is specifically approved at least annually (ia) by a the vote of a majority of the Independent TrusteesBoard, cast in person at a meeting called for the purpose of voting on such approval, and or (iib) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons” (as such term is defined in the 1940 Act) of the Trust, the Investment Adviser, or the Subadviser. This Agreement may be terminated in its entirety or with respect to any Fund.: (ca) Notwithstanding by the foregoingTrust upon a vote of a majority of the Board or upon a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any Fund(stime, without payment of any penalty, upon sixty (60) or any Sub-Adviser(sdays’ prior written notice to the Subadviser and the Investment Adviser; (b) this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, upon sixty (i60) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ prior written notice to the Investment Adviser and the Trust. (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. Should This Agreement will terminate automatically in event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment under the 1940 Act. In the event this Agreement be is terminated with respect or is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(c), 2(d), 2(i), 2(j), 2(k), 2(l), 2(p), 2(r), and 2(s) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(i) for a Sub-Adviserperiod of six years, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless 2(o), 9, 13, 14, 16, 17, 18, 19 and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination 20 of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness as well as any applicable provision of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Paragraph numbered 15 shall remain in effect. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This AgreementAgreement will become effective as of the date hereof, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Boardoutstanding voting securities of the Fund in accordance with the requirements under the 40 Act, including and, unless sooner terminated as provided herein, will continue in effect for two (2) years from the date of execution. Thereafter, if not terminated, this Agreement will continue in effect for the Fund from year to year, provided that such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Independent TrusteesTrust’s Board of Trustees who are not interested persons of the Trust, Sub-Adviser, or Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (iib) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose Trust’s Board of voting on such approval, and (ii) Trustees or by the vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, this Agreement may be terminated as to the Fund at any time, without penalty, on sixty (60) days’ written notice to Sub-Adviser by Adviser, by vote of the Board or, with respect to any given Fund, of Trustees of the Trust or by vote of a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding . If the foregoing, with respect to any Fund(s) or any termination is by Adviser and is for other than the default of Sub-Adviser(s) this Adviser, Adviser shall pay Sub-Adviser on a pro rata basis for services rendered to the effective date of termination of the Sub-Adviser. This Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty (60) days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilitiesAdviser. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically will immediately terminate in the event of its assignment. (As used in this Agreement, or the terms “majority of the outstanding voting securities”, “interested persons” and “assignment” have the same meaning as when such terms appear in the event the Advisory Agreement is terminated40 Act.)

Duration and Termination. (a) This AgreementAgreement will become effective as of the date hereof, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Boardoutstanding voting securities of the Fund in accordance with the requirements under the 40 Act, including and, unless sooner terminated as provided herein, will continue in effect for two (2) years from the date of execution. Thereafter, if not terminated, this Agreement will continue in effect for the Fund from year to year, provided that such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Independent TrusteesTrust’s Board of Trustees who are not interested persons of the Trust, Sub-Adviser, or Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (iib) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose Trust’s Board of voting on such approval, and (ii) Trustees or by the vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, this Agreement may be terminated as to the Fund at any time, without penalty, on sixty (60) days’ written notice to Sub-Adviser by Adviser, by vote of the Board or, with respect to any given Fund, of Trustees of the Trust or by vote of a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding . If the foregoing, with respect to any Fund(s) or any termination is by Adviser and is for other than the default of Sub-Adviser(s) this Adviser, Adviser shall pay Sub-Adviser on a pro rata basis for services rendered to the effective date of termination of Sub-Adviser. This Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty (60) days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilitiesAdviser. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically will immediately terminate in the event of its assignment. (As used in this Agreement, or the terms “majority of the outstanding voting securities”, “interested persons” and “assignment” have the same meaning as when such terms appear in the event the Advisory Agreement is terminated40 Act.)

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, Agreement shall become effective on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved later of (i) the date of its execution, (ii) the date of its approval by a majority of the Board, including approval by the vote of a majority of the Board who are not interested persons of the Adviser, the Sub-Adviser, or the Fund, cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Fund. It shall continue in effect for an initial term of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board or by a vote of a majority of the Trust’s Board, including outstanding voting securities of the Fund and in either event by a vote of a majority of the Independent TrusteesBoard who are not interested persons of the Adviser, the Sub-Adviser or the Fund, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated If the shareholders of the Fund fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Adviser will continue to act as provided herein, this Agreement shall continue in effect Sub-Adviser with respect to each the Fund until or Segment pending the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority required approval of the Independent TrusteesAgreement or its continuance or of any contract with the Sub-Adviser or a different manager or sub-adviser or other definitive action; provided, cast in person at a meeting called for that the purpose of voting on such approval, and (ii) compensation received by the Board or, with Sub-Adviser in respect to the Fund or Segment during such period is in compliance with Rule 15a-4 under the 1940 Act. (c) This Agreement may be terminated at any given Fundtime without the payment of any penalty by the Board, or by the Sub-Adviser, or the Adviser or by vote of a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty 60 days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trustnotice. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 10, or the definitions contained in Section 2(a) of the event 1940 Act (particularly the Advisory Agreement is terminateddefinitions of “interested person,” “assignment” and “voting security”) shall be applied.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Directors/Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect with respect to each a Fund until the termination date set forth in Schedule Afor two years. Thereafter, and if not terminated, with respect to a Fund, this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Fund's Independent Directors/Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Fund's Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ ' written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ ' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ ' written notice to the Adviser and the Trustapplicable Fund. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each Fundthe Sub-Advisor upon the later of the date hereabove written and the date that the Sub-Advisor is registered with the SEC as an investment advisor under the Advisors Act, was initially approvedif the Sub-Advisor is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that the Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect with respect to each Fund until the termination date set forth in Schedule A[June 30, and 2012]. Thereafter, if not terminated, this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser Fund on sixty days’ written notice to the Adviser and Sub-Advisor; or (ii) by the Advisor on sixty days’ written notice to the Sub-Advisor; or (iii) by the Sub-Advisor on sixty days’ written notice to the Trust. Should this Agreement Contract be terminated with respect to a the Sub-AdviserAdvisor, the Adviser Advisor shall assume the duties and responsibilities of such the Sub-Adviser Advisor unless and until the Adviser Advisor appoints another Sub-Adviser Advisor to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Trust unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s the Trust's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇1940 Act. (b) Unless sooner terminated as provided hereinhe▇▇▇▇, this Agreement ▇▇is Contract shall continue in force and effect until two years after its effective date determined in 11(a). Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) the Trust or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Trust on sixty days’ ' written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ ' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each Fundthe Sub-Advisor upon the later of the date hereabove written and the date that the Sub-Advisor is registered with the SEC as an investment advisor under the Advisors Act, was initially approvedif the Sub-Advisor is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that the Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect with respect to each Fund until the termination date set forth in Schedule A[June 30, and 2012]. Thereafter, if not terminated, this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ ' written notice to such the Sub-Adviser(s)Advisor; or (ii) by the Adviser Advisor on sixty days’ ' written notice to such the Sub-Adviser(s)Advisor; or (iii) by a the Sub-Adviser Advisor on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a the Sub-AdviserAdvisor, the Adviser Advisor shall assume the duties and responsibilities of such the Sub-Adviser Advisor unless and until the Adviser Advisor appoints another Sub-Adviser Advisor to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect for two years after the date of this Agreement and thereafter, may continue in effect only if such continuance is specifically approved at least annually (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on by the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority those Trustees of the Independent TrusteesBoard who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Fund’s Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of the Fund; provided, however, that Fund. (c) if the interest holders of any Fund fail to approve the Agreement as provided herein, the Advisor may continue to serve hereunder in the manner and to the 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. Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated as to the Fund at any time, without the payment of any penalty, (i) penalty by vote of a majority of members of the Fund’s Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ written notice to such Sub-Adviser(s); or (ii60) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ days written notice to the Adviser and Advisor, or by the TrustAdvisor at any time without the payment of any penalty, on sixty (60) days written notice to the Fund. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 12, 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 event 1940 Act and the Advisory Agreement is terminatedrules and regulations thereunder; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. (a) This Agreement shall become effective on the date first indicated above, subject to the condition that the Fund’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1▇▇▇ ▇▇▇) of the Manager or the Sub-Adviser, and the shareholders of the Fund, shall have approved this Agreement. Unless terminated as provided herein, this Agreement shall remain in full force and effect for two years from the effective date of this Agreement and continue on an annual basis thereafter with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule AFund covered by this Agreement; provided that this Agreement shall not take effect unless it has first been such annual continuance is specifically approved each year by: (i1) the Board of Trustees of the Fund, or by a the vote of a majority of the Trust’s Board, including outstanding voting securities (as defined in the 1940 Act) of the Fund; and (2) the vote of a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the Independent Trustees, 1▇▇▇ ▇▇▇) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. However, and (ii) any approval of this Agreement by vote the holders of a majority of that Fund’s the outstanding voting securities, when required by shares (as defined in the ▇1▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, of the Fund shall be effective to continue this Agreement shall continue in effect with respect to each the Fund until notwithstanding: (1) that this Agreement has not been approved by the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided holders of a majority of the outstanding shares of any other series of the Fund; or (2) that such continuance is specifically this Agreement has not been approved at least annually (i) by a the vote of a majority of the Independent Trusteesoutstanding shares of the Fund, cast in person at a meeting called for unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the purpose of voting on such approvalforegoing, and this Agreement may be terminated with respect to the Fund covered by this Agreement: (ii1) by the Board orManager at any time, with respect upon sixty days’ written notice to the Sub-Adviser and the Fund; (2) at any given time without payment of any penalty by the Fund, by vote the Fund’s Board of Trustees or a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on upon sixty days’ written notice to the Adviser Manager and the Trust. Should this Agreement be terminated with respect Sub-Adviser; or (3) by the Sub-Adviser upon three months’ written notice unless the Fund or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until shall allow the Adviser appoints another additional time requested by the Fund or Manager not to exceed three additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to perform such duties the Manager and responsibilities. Termination the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Fund as required by the terms of this Agreement with respect Agreement. In the event of termination for any reason, all records of the Fund shall promptly be returned to one the Manager or more Fund(s) the Fund, free from any claim or retention of rights in such record by the Sub-Adviser(s) shall not affect Adviser, although the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 10, 11, 13, 14, 15, and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 18 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the Agreement was in effect, Section 6.

Duration and Termination. A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof on the effective date set forth in such Exhibit A (athe “Effective Date”) This Agreementand, with respect to each Fund, was initially approved, and is effectiveFund not in existence on that date, on the dates Effective Date set forth in the attached Schedule A; provided that an amendment to Exhibit A to this Agreement shall not take effect unless it relating to that Fund (provided in each case this Agreement has first been approved (i) with respect to a Fund in the manner required by a vote of a majority of Section 15 under the Trust’s Board1940 Act and if applicable, including a majority of in the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when manner required by the ▇▇▇▇ ▇▇▇. (b) Exemptive Order as set forth below). Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each for a Fund until the termination date set forth in Schedule Afor two years from its Effective Date. Thereafter, and if not terminated, this Agreement shall continue in effect from as to a Fund for successive one-year to year thereafter periods, provided that such continuance is specifically approved at least annually (i) by a vote of the Fund’s Board or (ii) by a majority of the Independent Trusteesoutstanding voting securities of the Fund, provided that in either event, the continuance is also approved by the majority of the trustees of the respective Fund who are not parties to this Agreement or interested persons (as defined in the 1▇▇▇ ▇▇▇) of any Party to this Agreement by vote cast in-person at meeting called for the purpose of voting on such approval (subject to any exemptive order or other relief from the in-person requirement provided by the SEC upon which the Fund may rely). If a Fund has adopted a Plan, in accordance with the terms of the Exemptive Order, this Agreement must be approved at least annually by a majority of the trustees of the respective Fund and of the trustees of the Fund who are not interested persons (as defined in the 1▇▇▇ ▇▇▇) and have no financial interest in the operation of the Plan or in any agreements related to such Plan, cast in in-person at a meeting called for the purpose of voting on such approval, and approval (ii) subject to any exemptive order or other relief from the in-person requirement provided by the Board orSEC upon which the Fund may rely). B. Notwithstanding the foregoing, with respect this Agreement may be terminated, without the payment of any penalty, by the respective Fund or the Distributor upon sixty (60) day’s written notice to any given Fundthe other Party. Each Fund may effect termination on its behalf by action of its Board, by vote of a majority of the outstanding voting securities of that such Fund. (c) Notwithstanding , or if the foregoingFund has adopted a Plan, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities trustees of such Fund(sthe Fund’s Board who are not interested persons of the Fund (as defined in the 1▇▇▇ ▇▇▇) on sixty days’ written notice to such Sub-Adviser(s); and have no direct or (ii) by indirect financial interest in the Adviser on sixty days’ written notice to such Sub-Adviser(s); operation of the Plan or (iii) by a Sub-Adviser on sixty days’ written notice in any agreements related to the Adviser and the Trust. Should Plan, including this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Agreement. (d) C. This Agreement shall will automatically terminate in the event of its assignment, or assignment (as defined in the event the Advisory 1940 Act). D. If this Agreement is terminatedterminated or not renewed with respect to one or more Funds or Classes it may continue in effect with respect to any other Fund or Class as to which it has not been terminated (or has been renewed).

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2009. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ ' written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ ' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This AgreementAgreement is effective as of the date first written above, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a the vote of a majority of the Trust’s Board, including a majority those Trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any 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 the Fund’s 's outstanding voting securities (within the meaning of the 1940 Act), unless the Adviser has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Fund's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination for two years from its date set forth in Schedule Aof execution. Thereafter, and if not terminated, this Agreement shall continue in effect from year to year thereafter automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a the vote of a majority of those Trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by either the vote of (A) the Board or, with respect to any given Fund, by vote of or (B) a majority of the outstanding voting securities of the Fund (within the meaning of the 1940 Act); provided further, that Fundif the shareholders fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and the 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. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of a majority of the Board or by a vote of a majority of the outstanding voting securities of such Fund(sthe Fund. This Agreement may also be terminated, without the payment of any penalty, by the Adviser: (i) on sixty days’ upon 60 days written notice to such the Sub-Adviser(s)Adviser; or (ii) immediately upon material breach by the Adviser on sixty days’ written notice to such Sub-Adviser(s)Adviser of any of the representations, warranties and agreements set forth in this Agreement; or (iii) by a immediately if, in the reasonable judgment of Adviser, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including without limitation, circumstances such as financial insolvency of the Sub-Adviser. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on sixty days’ 90 days written notice to the Adviser and the Trust. Should This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Fund. (d) This Agreement shall automatically terminate in In the event of termination for any reason, all records of the Fund that are maintained by the Sub-Adviser in accordance with the 1940 Act and Section 14 of this Agreement shall promptly be returned to the Adviser or the Trust, free from any claim or retention of rights in such records by the Sub-Adviser, although the Sub-Adviser may, at its assignmentexpense, or in the event the Advisory Agreement is terminatedmake and retain a copy of such records.

Duration and Termination. (a) This AgreementAgreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, with respect subject to each Fund, was initially approved, renewal as provided in Section 11(a)(ii) hereof and is effective, on the dates unless terminated automatically as set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved Section 10 hereof or until terminated as follows: (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 a action of the Board or by an “affirmative vote of a majority of the Trust’s Boardoutstanding voting securities of the Fund” (as defined in Section 14); or (ii) This Agreement shall automatically terminate two years from the date of its execution unless 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” (as defined in Section 14) of the Independent TrusteesTrust or the Advisor, cast in at an in-person at a meeting called for the purpose of voting on such approval, and or (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of each Fund; provided, however, that Fundif the continuance of this Agreement is submitted to the shareholders of each Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Advisor may continue to serve hereunder as to each Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder. (cb) Notwithstanding In the foregoingevent of termination of this Agreement for any reason, the Advisor 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 Fund(s) or of its assets, except as otherwise required by any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote fiduciary duties of the Board or Advisor under applicable law. In addition, the Advisor shall deliver the Fund Books and Records to the Trust by a vote such means and in accordance with such schedule as the Trust shall direct and shall otherwise cooperate, as reasonably directed by the Trust, in the transition of a majority portfolio asset management to any successor of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Advisor. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, Agreement shall become effective on the dates set forth in date first indicated above, subject to the attached Schedule A; provided condition that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the TrustFund’s Board, including a majority of the Independent Trustees, cast those Trustees who are not interested persons (as such term is defined in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) of the Manager or the Sub-Adviser shall have approved this Agreement. Unless sooner terminated as provided herein, this Agreement shall continue remain in full force and effect with respect to each Fund until through April 29, 2013, 150 days from its effective date (the termination date set forth in Schedule A“Termination Date”). Notwithstanding the foregoing, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, this Agreement may be terminated with respect to any given Series covered by this Agreement: (a) by the parties’ entry into a new Sub-Advisory Agreement that replaces this Agreement, following approval of the shareholders of the Series covered by this Agreement, (b) by the Manager at any time, upon ten (10) calendar days’ written notice to the Sub-Adviser and the Fund, (c) at any time without payment of any penalty by the Fund, by vote of the Fund’s Board or a majority of the outstanding voting securities of that Fund. the Series, upon ten (c10) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty calendar days’ written notice to the Adviser Manager and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, or (d) by the Adviser shall assume the duties and responsibilities of such Sub-Adviser upon three (3) months’ written notice unless and until the Adviser appoints another Fund or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to perform such duties and responsibilities. Termination exceed three (3) additional months beyond the initial three-month notice period, provided however, in no event shall the effective date of the termination of this Agreement exceed the Termination Date; also provided, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Manager and the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund or with respect to one the Series, or more Fund(s) in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser(s) shall Adviser does not affect receive compensation for its services from the continued effectiveness Manager or the Fund as required by the terms of this Agreement. In the event of termination for any reason, all records of the Series for which the Agreement with respect is terminated shall promptly be returned to the Manager or the Fund, free from any remaining Fund(s) claim or retention of rights in such record by the Sub-Adviser(s). (d) Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the Agreement was in effect, Section 6.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇1940 Act. (b) Unless sooner terminated as provided herein, this Agreement ▇▇▇▇ ▇▇ntract shall continue in force and effect until June 30, 2009. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ ' written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ ' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This AgreementAgreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, with respect subject to each Fund, was initially approved, renewal and is effective, on the dates unless terminated automatically as set forth in the attached Schedule A; provided that Section 12 hereof or until terminated as follows: (b) The Adviser may at any time terminate this Agreement shall by not take effect unless it has first been approved 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 a vote of its Board or (ii) upon the affirmative vote of a majority of the Trust’s Boardoutstanding voting securities of the Fund; 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, including postage prepaid, to the Adviser; or (d) This Agreement shall automatically terminate on December 31st of any year, beginning on December 31, 2004, in which its terms and renewal shall not have been approved by (A) (i) a majority vote of the Board or (ii) the affirmative vote of a majority of the Independent Trusteesoutstanding voting securities of the Fund; provided, cast 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 person a manner consistent with the 1940 Act and the rules and regulations thereunder; and (B) a majority vote of the Trustees who are not "interested persons" (as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the staff of the Commission) of the Fund, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (be) Unless sooner terminated as provided hereinFor the purposes of this Agreement, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by "Affirmative vote of a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding " shall have the foregoingmeaning set forth in the 1940 Act, with respect subject, however, to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote such interpretations of the Board or by a vote of a majority staff of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilitiesCommission. Termination of this Agreement with respect pursuant to one or more Fund(s) or Sub-Adviser(s) this Section shall not affect be without payment of any penalty. In the continued effectiveness 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 remaining Fund(s) or of its assets. In addition, the Sub-Adviser(s). (d) This Agreement Adviser shall automatically terminate 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 in the event transition of its assignmentportfolio asset management to any successor of the Sub-Adviser, or in including the event the Advisory Agreement is terminatedAdviser, for a period up to thirty-days (30) from such termination.

Duration and Termination. This Sub-advisory Agreement shall continue for an initial term until December 31, 2011, unless sooner terminated as provided herein, and shall continue in effect thereafter, but only so long as the continuance is specifically approved at least annually (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on by the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority outstanding voting securities of the Independent TrusteesFund (as defined in the ▇▇▇▇ ▇▇▇) or by the Board of Trustees and (b) by the vote, cast in person at a meeting called for that purpose, of a majority of the purpose members of voting on the Board of Trustees who are not parties to this Contract or “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any such approvalparty. Notwithstanding the foregoing, and this Sub-advisory Agreement may be terminated: (iia) at any time without penalty upon thirty (30) days’ written notice to the Sub-adviser by the Fund upon the vote of a majority of the Trustees or upon the vote of a majority of that Fund’s outstanding voting securities, when required (b) at any time without penalty upon thirty (30) days’ written notice to the Sub-adviser by the Manager, or (c) by the Sub-adviser upon thirty (30) days’ written notice to the Trust or the Manager. Anything to the contrary herein notwithstanding, any termination carried out pursuant to this Section 10 shall be without penalty and, further, the compensation schedule set forth in Section 4 hereof shall apply to the service of the Sub-adviser beyond the end of the notice period provided in this Section 10. This Sub-advisory Agreement will also terminate automatically in the event of its assignment (as defined in the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided hereinor the assignment or termination of the Advisory Agreement. For purposes of this Section 10 and generally for purposes of this Sub-advisory Agreement, this Sub-Advisory Agreement shall continue in effect with respect be construed to pertain separately to each of the Fund until the termination date as if set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called separate agreements for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of that each Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each Fundthe Sub-Adviser upon the later of the date here above written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif the Sub-Adviser is not so registered as of the date here above written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2020. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any the Sub-Adviser(s) Adviser, this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s)Adviser; or (iii) by a the Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a the Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, The term of this Sub-Advisory Agreement shall begin on the dates set forth date and year the Sub-Adviser commences investment operations for the Fund and, unless sooner terminated as hereinafter provided, shall continue in the attached Schedule A; provided that this effect for a period of two (2) years. This Sub-Advisory Agreement shall not take continue in effect unless it has first been from year to year thereafter, subject to termination as hereinafter provided, if such continuance is approved at least annually (i) by a majority of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund or by vote of a majority of the Trust’s Board, including a majority Board of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the Trustees of the Trust who are not parties to this Sub-Advisory Agreement or “interested persons” (as defined in the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, of any party to this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent TrusteesSub-Advisory Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Sub-Adviser shall furnish to the Adviser and the Trust, and (ii) by promptly upon their request, such information as may reasonably be necessary to evaluate the Board or, with respect to any given Fund, by vote of a majority performance of the outstanding voting securities terms of that Fundthis Sub-Advisory Agreement or any extension, renewal or amendment thereof. (cb) Notwithstanding the foregoing, with respect to any Fund(s) or any This Sub-Adviser(s) this Advisory Agreement may be terminated at any timetime upon at least 60 days’ prior written notice to the Sub-Adviser, without the payment of any penalty, (i) by vote of the Board of Trustees, (ii) by the Adviser, or (iii) by a vote of a majority of the outstanding voting securities (as defined by the ▇▇▇▇ ▇▇▇) of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); the Fund, or (iiiv) in accordance with the terms of any exemptive order obtained by the Adviser on sixty days’ written notice to such Sub-Adviser(s); Trust or (iiithe Fund under Section 6(c) by a of the 1940 Act, exempting the Trust or the Funds from Section 15(a) and Rule 18f-2 under the 1940 Act. The Sub-Adviser may terminate this Sub-Advisory Agreement at any time, without the payment of any penalty, on sixty at least 60 days’ prior written notice to the Adviser and the Trust. Should Termination of this Sub-Advisory Agreement be and/or the services of the Sub-Adviser will not affect (i) the validity of any action previously taken by Sub-Adviser under this Sub-Advisory Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Sub-Advisory Agreement; (iii) the Fund’s obligation to pay advisory fees to Adviser. If this Sub-Advisory Agreement is terminated with respect to a by the Adviser or Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser will have no further obligation to perform such duties and responsibilities. Termination of this Agreement take any action subsequent to termination with respect to one or more Fund(s) or the Fund except as may be reasonably required pursuant to the notice of termination and in furtherance of its role as a fiduciary in order to facilitate an orderly transition of the management of the Fund. This Sub-Adviser(s) shall not affect the continued effectiveness of this Advisory Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall will automatically and immediately terminate in the event of its assignment, or assignment (as defined in the event the Advisory Agreement is terminated1940 Act).

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Directors/Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇1940 Act. (b▇) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect with respect to each a Fund until the termination date set forth in Schedule Afor two years. Thereafter, and if not terminated, with respect to a Fund, this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Fund's Independent Directors/Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Fund's Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ ' written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ ' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ ' written notice to the Adviser and the Trustapplicable Fund. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This AgreementContract shall become effective upon the date hereabove written, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Boardindependent Trustees who are not parties to this Contract or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of a party to this Contract, including a majority of the other than as Board members ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2005. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) Fund this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ ' written notice to such Sub-Adviser(s)Adviser; or (ii) by the Adviser on sixty days’ ' written notice to such Sub-Adviser(s)Adviser; or (iii) by a the Sub-Adviser on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) Fund shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) other Fund. This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each Fundthe Sub-Adviser upon the later of the date here above written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif the Sub-Adviser is not so registered as of the date here above written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2018. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any the Sub-Adviser(s) Adviser, this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s)Adviser; or (iii) by a the Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a the Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Advisor upon the later of the date hereabove written and the date that such Sub-Advisor is registered with the SEC as an investment advisor under the Advisors Act, was initially approvedif a Sub-Advisor is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇1940 Act. (b) Unless sooner terminated as provided herein, this Agreement ▇▇▇▇ ▇ontract shall continue in force and effect until June 30, 2009. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) Advisor(s), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ ' written notice to such Sub-Adviser(sAdvisor(s); or (ii) by the Adviser Advisor on sixty days’ ' written notice to such Sub-Adviser(sAdvisor(s); or (iii) by a Sub-Adviser Advisor on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-AdviserAdvisor, the Adviser Advisor shall assume the duties and responsibilities of such Sub-Adviser Advisor unless and until the Adviser Advisor appoints another Sub-Adviser Advisor to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(sAdvisor(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(sAdvisor(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) 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 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 otherwise required by any fiduciary duties of the Adviser under applicable law. In addition, the Adviser shall deliver the Fund Books and Records to the Trust by such means and in accordance with such schedule as the Trust shall direct and shall otherwise cooperate, as reasonably directed by the Trust, in the transition of portfolio asset management to any successor of the Adviser. (b) This AgreementAgreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in subparagraph (e), unless terminated automatically as set forth in Section 10 hereof or until terminated as provided in subparagraph (c) (d) or (e). (c) The Trust may cause this Agreement to terminate either by vote of its Board or, with respect to each any Fund, was initially approved, and is effective, on upon the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a affirmative vote of a majority of the outstanding voting securities of the Fund. (d) 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 Trust’s Board. (e) 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 Independent TrusteesTrust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and ; or (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by affirmative vote of a majority of the outstanding voting securities of each Fund; provided, however, that Fund. (c) Notwithstanding if the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination continuance of this Agreement with respect is submitted to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness shareholders of the Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, then the Adviser may continue to serve hereunder as to the Funds in a manner consistent with respect to any remaining Fund(s) or Sub-Adviser(s)the 1940 Act and the rules and regulations thereunder. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement shall become effective on the date first indicated above, subject to the condition that the Fund’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Sub-Adviser or the Sub-Sub-Adviser, and the shareholders of the Fund, shall have approved this Agreement. Unless terminated as provided herein, this Agreement shall remain in full force and effect until November 30, 2008 and continue on an annual basis thereafter with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule AFund covered by this Agreement; provided that this Agreement shall not take effect unless it has first been such annual continuance is specifically approved each year by (i) the Board of Trustees of the Fund, or by a the vote of a majority of the Trust’s Boardoutstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund, including and (ii) the vote of a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the Independent Trustees, ▇▇▇▇ ▇▇▇) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. However, and (ii) any approval of this Agreement by vote the holders of a majority of that Fund’s the outstanding voting securities, when required by shares (as defined in the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, of the Fund shall be effective to continue this Agreement shall continue in effect with respect to each the Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Fund or (ii) that this agreement has not been approved by the vote of a majority of the Independent Trusteesoutstanding shares of the Fund, cast in person unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing, this Agreement may be terminated with respect to the Fund covered by this Agreement: (i) by the Sub-Adviser at a meeting called for any time, upon sixty (60) days’ written notice to the purpose of voting on such approvalSub-Sub-Adviser and the Fund, and (ii) at any time without payment of any penalty by the Board or, with respect to any given Fund, by vote the Fund’s Board of Trustees or a majority of the outstanding voting securities of that the Fund. , upon sixty (c60) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Sub-Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Sub-Adviser, or (iii) by the Adviser shall assume the duties and responsibilities of such Sub-Sub-Adviser at any time without payment of penalty upon three (3) months’ written notice unless and until the Adviser appoints another Fund or the Sub-Adviser requests additional time to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) find a replacement for the Sub-Sub-Adviser, in which case the Sub-Sub-Adviser shall allow the additional time requested by the Fund or Sub-Adviser(sAdviser not to exceed three (3) shall additional months beyond the initial three-month notice period; provided, however, that the Sub-Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Sub-Adviser and the Fund, in the event either the Sub-Sub-Adviser (acting in good faith) or the Sub-Adviser ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund, or in the event the Sub-Adviser becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Sub-Adviser does not affect receive compensation for its services from the continued effectiveness Sub-Adviser or the Fund as required by the terms of this Agreement. In the event of termination for any reason, all records of the Fund for which the Agreement with respect is terminated shall promptly be returned to any remaining Fund(s) or the Sub-Adviser(s). (d) Adviser or the Fund, free from any claim or retention of rights in such record by the Sub-Sub-Adviser, although the Sub-Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 10, 11, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Trust unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fundthe Trust’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2021. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule ATrust, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fundthe Trust. (c) Notwithstanding the foregoing, with respect to any Fund(s) the Trust or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Trust on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. This Agreement shall become effective as of the date hereof. (a) This AgreementAgreement shall continue in force until June 30, with respect to each Fund2014. Thereafter, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take continue in effect unless it has first been as to each Fund for successive annual periods, provided such continuance is specifically approved at least annually (i) by a vote or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval and (ii) by a vote of the Board of Trustees of the Trust or a majority of the outstanding voting shares of the Fund. (b) The modification of any of the non-material terms of this Agreement may be approved by a vote of a majority of the Trust’s Board, including a majority those Trustees of the Independent TrusteesTrust who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (c) Notwithstanding the foregoing provisions of this paragraph 33, either party hereto may terminate this Agreement at any time on sixty (60) days’ prior written notice to the other, without payment of any penalty. Such a termination by the Trust may be effected severally as to any particular Fund, and (ii) shall be effected as to any Fund by vote of a majority the Trust’s Board of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, Trustees or by vote of a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding . Upon any termination of this Agreement, pending appointment of a successor to the foregoing, with respect to any Fund(s) Custodian or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by a vote of the Board Shareholders of the Trust to dissolve or to function without a custodian of its cash, securities or other property, the Custodian shall not deliver cash, securities or other property of the Trust to the Trust, but may deliver them to a bank or trust company designated by the Trust or, failing that, to a vote bank or trust company of the Custodian’s selection, having aggregate capital, surplus and undivided profits, as shown by its last published report of not less than twenty million dollars ($20,000,000) as a successor custodian for the Trust to be held under terms similar to those of this Agreement, provided, however, that the Custodian shall not be required to make any such delivery or payment until full payment shall have been made by the Trust of all liabilities constituting a charge on or against the properties then held by the Custodian or on or against the Custodian and until full payment shall have been made to the Custodian of all of its fee, compensation, costs and expenses, subject to the provisions of paragraph 26 of this Agreement. The termination by the Trust of a majority particular Series or Fund within the Trust that does not result in the closure of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination Trust does not constitute termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Agreement. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Advisor upon the later of the date hereabove written and the date that such Sub-Advisor is registered with the SEC as an investment advisor under the Advisors Act, was initially approvedif a Sub-Advisor is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇1940 Act. (b) Unless sooner terminated as provided herein, this Agreement ▇▇▇▇ ▇▇ntract shall continue in force and effect until June 30, 2009. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) Advisor(s), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ ' written notice to such Sub-Adviser(sAdvisor(s); or (ii) by the Adviser Advisor on sixty days’ ' written notice to such Sub-Adviser(sAdvisor(s); or (iii) by a Sub-Adviser Advisor on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-AdviserAdvisor, the Adviser Advisor shall assume the duties and responsibilities of such Sub-Adviser Advisor unless and until the Adviser Advisor appoints another Sub-Adviser Advisor to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(sAdvisor(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(sAdvisor(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This AgreementContract shall become effective upon the date hereabove written, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Boardindependent Trustees who are not parties to this Contract or “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of a party to this Contract, including a majority of the other than as Board members (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2005. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) Fund this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ written notice to such Sub-Adviser(s)Adviser; or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s)Adviser; or (iii) by a the Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) Fund shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) other Fund. This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. a. This Agreement shall become effective upon the date of its execution, and unless terminated as provided herein, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect thereafter until the Termination Date (as such term is defined in the Registration Statement) and winding down of the affairs of the Trust, but only so long as such continuance after such date is specifically approved at least annually by (a) This Agreementthe Board, with respect to each Fund, was initially approved, and is effective, on or by the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the outstanding voting securities of the Trust’s Board, including and (b) the vote of a majority of those Trustees who are not interested persons of the Independent TrusteesSub-Adviser, the Adviser, or the Trust cast in person at a meeting called for the purpose of voting on such approval. b. Notwithstanding the foregoing, and this Agreement may be terminated: (iia) by vote the Adviser at any time without payment of a majority of that Fund’s outstanding voting securitiesany penalty, when required by upon 60 days’ prior written notice to the ▇▇▇▇ ▇▇▇. Sub-Adviser and the Trust; (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote any time without payment of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) any penalty by the Board or, with respect to any given FundTrust, by vote of the Trust’s Board or a majority of the outstanding voting securities of that Fund. the Trust, upon 60 days’ prior written notice to the Adviser and the Sub-Adviser, or (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty daysupon 3 months’ prior written notice unless the Trust or the Adviser requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Trust or Adviser not to exceed 3 additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, in the Adviser shall assume event either the duties and responsibilities of such Sub-Adviser unless and until (acting in good faith) or the Adviser appoints another Sub-Adviser ceases to perform such duties and responsibilities. Termination be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of this Agreement providing investment management services pursuant to its respective contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Trust. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, Agreement shall become effective on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved later of (i) the date of its execution, (ii) the date of its approval by a majority of the Board, including approval by the vote of a majority of the Board who are not interested persons of the Adviser, the Sub-Adviser, or the Fund, cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Fund. It shall continue in effect for an initial term of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board or by a vote of a majority of the Trust’s Board, including outstanding voting securities of the Fund and in either event by a vote of a majority of the Independent TrusteesBoard who are not interested persons of the Adviser, the Sub-Adviser or the Fund, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated If the shareholders of the Fund fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub- Adviser will continue to act as provided herein, this Agreement shall continue in effect Sub-Adviser with respect to each the Fund until or Segment pending the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority required approval of the Independent TrusteesAgreement or its continuance or of any contract with the Sub- Adviser or a different manager or sub-adviser or other definitive action; provided, cast in person at a meeting called for that the purpose of voting on such approval, and (ii) compensation received by the Board or, with Sub-Adviser in respect to the Fund or Segment during such period is in compliance with Rule 15a-4 under the 1940 Act. (c) This Agreement may be terminated at any given Fundtime without the payment of any penalty by the Board, or by the Sub-Adviser, or the Adviser or by vote of a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty 60 days’ ' written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trustnotice. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 10, or the definitions contained in Section 2(a) of the event 1940 Act (particularly the Advisory Agreement is terminateddefinitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination. (a) This Agreement, with respect to Agreement will become effective for each Fund, was initially approved, Fund upon its approval by the Trustees and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of the majority of the outstanding voting securities of each Fund; provided, however, if CSIM obtains exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the Trust’s Board, including a majority outstanding voting securities of the Independent Fund involved, the Agreement will become effective upon its approval by the Trustees, cast without approval by the shareholders. This Agreement will remain in person at a meeting called for the purpose effect until two years from date of voting on such approvaleach effectiveness, and (ii) by vote thereafter, for periods of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated one year so long as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance thereafter is specifically approved at least annually (i) by a the vote of a majority of the Independent Trusteesthose Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board orTrustees, with respect to any given Fund, or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that Fundif the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the ▇▇▇▇ ▇▇▇. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” will be construed in a manner consistent with the 1940 Act. (cb) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this This Agreement may be terminated at any time, without the cause and without payment of any penalty, penalty by Fund Parties by: (i) by vote of a majority of the Board or by a Trustees; (ii) vote of a majority of the outstanding voting securities of such Fund(s) a Fund on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty not more than 60 days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such ; or (iii) CSIM upon 90 days’ written notice to Sub-Adviser unless and until the Adviser appoints another Adviser. In addition, this Agreement may be terminated, with cause, by CSIM at any time, without payment of any penalty by Fund Parties, upon written notice to Sub-Adviser Adviser. As used herein, “with cause” means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and (iii) any material financial or other impairment that in the reasonable judgment of CSIM impairs Sub-Adviser’s ability to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Services. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2009. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to Agreement will become effective for each Fund, was initially approved, Fund upon its approval by the Trustees and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of the majority of the outstanding voting securities of each Fund; provided, however, if CSIM obtains exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the Trust’s Board, including a majority outstanding voting securities of the Independent Fund involved, the Agreement will become effective upon its approval by the Trustees, cast without approval by the shareholders. This Agreement will remain in person at a meeting called for the purpose effect until two years from date of voting on such approvaleach effectiveness, and (ii) by vote thereafter, for periods of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated one year so long as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance thereafter is specifically approved at least annually (i) by a the vote of a majority of the Independent Trusteesthose Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board orTrustees, or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. The foregoing requirement that continuance of this Agree▇▇▇▇ ▇▇ "specifically approved at least annually" will be construed in a manner consistent with respect to the 1940 Act. (b) This Agreement may be terminated at any given Fundtime, without cause and without payment of any penalty by Fund Parties, by vote of a majority of the Trustees or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding a Fund on not more than 60 days' written notice to the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) Adviser, or by CSIM upon 90 days' written notice to Sub-Adviser. In addition, this Agreement may be terminated terminated, with cause, by CSIM at any time, without the payment of any penaltypenalty by Fund Parties, upon written notice to Sub-Adviser. As used herein, "with cause" means: (i) by vote any material breach of the Board or Agreement by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s)Adviser; or (ii) any federal or state regulatory violation by the Adviser on sixty days’ written notice to such Sub-Adviser(s)Adviser; or and (iii) by a Sub-Adviser on sixty days’ written notice to any material financial or other impairment that in the Adviser and the Trust. Should this Agreement be terminated with respect to a reasonable judgment of CSIM impairs Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser 's ability to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Services. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each Fundthe Sub-Adviser upon the later of the date here above written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif the Sub-Adviser is not so registered as of the date here above written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2018. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any the Sub-Adviser(s) Adviser, this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s)Adviser; or (iii) by a the Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a the Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. [Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) ] This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, Agreement shall become effective on the dates set forth in date first indicated above, subject to the attached Schedule A; provided condition that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Board's Board of Trustees, including a majority of the Independent Trustees, cast those Trustees who are not interested persons (as such term is defined in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) of the Manager or the Sub-Adviser, and the shareholders of each Series, shall have approved this Agreement. Unless sooner terminated as provided herein, this Agreement shall continue remain in full force and effect through SEPTEMBER 26, 2005, 150 days from its effective date (the "Termination Date"). Notwithstanding the foregoing, this Agreement may be terminated with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually any Series covered by this Agreement: (i) by the parties' entry into a vote of a majority new Sub-Advisory Agreement that replaces this Agreement, following approval of the Independent Trusteesshareholders of each of the Series covered by this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board orManager at any time, with respect upon ten (10) calendar days' written notice to the Sub-Adviser and the Trust, (iii) at any given Fundtime without payment of any penalty by the Trust, by vote the Trust's Board of Trustees or a majority of the outstanding voting securities of that Fund. each Series, upon ten (c10) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty calendar days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ ' written notice to the Adviser Manager and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, or (iv) by the Adviser shall assume the duties and responsibilities of such Sub-Adviser upon three (3) months' written notice unless and until the Adviser appoints another Trust or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser to perform such duties and responsibilities. Termination shall allow the additional time requested by the Trust or Manager provided, however, in no event shall the effective date of the termination of this Agreement with respect exceed the Termination Date; provided, further, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to one or more Fund(sthe Manager and the Trust, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Trust, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser(s) shall Adviser does not affect receive compensation for its services from the continued effectiveness Manager or the Trust as required by the terms of this Agreement. In the event of termination for any reason, all records of each Series for which the Agreement with respect is terminated shall promptly be returned to the Manager or the Trust, free from any remaining Fund(s) claim or retention of rights in such record by the Sub-Adviser(s). (d) Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the Agreement was in effect, Section 6.

Duration and Termination. a. This Agreement shall become effective upon the date of its execution, subject to the condition that the Trust's Board, including a majority of those Trustees who are not interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Adviser or the Sub-Adviser, and the Holders of Interests in the Trust, shall have approved this Agreement in the manner required by the 1940 Act. Unless terminated as provided herein, this Agreement shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and affect indefinitely thereafter, but only so long as such continuance is specifically approved at least annually by (a) This Agreementthe Board, with respect to each Fund, was initially approved, and is effective, on or by the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Trust’s Board, including and (b) the vote of a majority of those Trustees who are not interested persons (as such term is defined in the Independent Trustees, ▇▇▇▇ ▇▇▇) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. b. Notwithstanding the foregoing, and this Agreement may be terminated: (iia) by vote the Adviser at any time without payment of a majority of that Fund’s outstanding voting securitiesany penalty, when required by upon 60 days' prior written notice to the ▇▇▇▇ ▇▇▇. Sub-Adviser and the Trust; (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote any time without payment of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) any penalty by the Board or, with respect to any given FundTrust, by vote of the Trust's Board or a majority of the outstanding voting securities of that Fund. the Trust, upon 60 days' prior written notice to the Adviser and the Sub-Adviser, or (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ upon 3 months' prior written notice unless the Trust or the Adviser requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Trust or Adviser not to exceed 3 additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Adviser and the Trust. Should this Agreement , in the event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be terminated registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with respect the Trust. c. In the event of termination for any reason, all records of the Trust shall promptly be returned to a the Adviser or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, although the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless may, at its own expense, make and until the Adviser appoints another Sub-Adviser to perform retain a copy of such duties and responsibilitiesrecords. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 11, 12, and 13 of this Agreement shall remain in effect, as well as any applicable provision of this Section 14 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. a. This Agreement shall become effective on the date first indicated above, subject to the condition that the Trust's Board, including a majority of those Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Adviser or the Sub-Adviser, and the Holders of Int▇▇▇▇▇▇ ▇n the Trust, shall have approved this Agreement in the manner required by the 1940 Act. Unless terminated as provided herein, this Agreement shall remain in full force and effect through and including April 18, 2007 and shall continue in full force and affect indefinitely thereafter, but only so long as such continuance is specifically approved at least annually by (a) This Agreementthe Board, with respect to each Fund, was initially approved, and is effective, on or by the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust’s Board, including and (b) the vote of a majority of th▇▇▇ ▇▇▇stees who are not interested persons (as such term is defined in the Independent Trustees, 1940 Act) of any such party to this Agreement cast in person at a meeting ▇▇▇▇▇▇▇ called for the purpose of voting on such approval. b. Notwithstanding the foregoing, and this Agreement may be terminated: (iia) by vote the Adviser at any time without payment of a majority of that Fund’s outstanding voting securitiesany penalty, when required by upon 60 days' prior written notice to the ▇▇▇▇ ▇▇▇. Sub-Adviser and the Trust; (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote any time without payment of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) any penalty by the Board or, with respect to any given FundTrust, by vote of the Trust's Board or a majority of the outstanding voting securities of that Fund. the Trust, upon 60 days' prior written notice to the Adviser and the Sub-Adviser, or (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ upon 3 months' prior written notice unless the Trust or the Adviser requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Trust or Adviser not to exceed 3 additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Adviser and the Trust. Should this Agreement , in the event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be terminated registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with respect the Trust. c. In the event of termination for any reason, all records of the Trust shall promptly be returned to a the Adviser or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, although the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless may, at its own expense, make and until the Adviser appoints another Sub-Adviser to perform retain a copy of such duties and responsibilitiesrecords. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 11, 12, and 13 of this Agreement shall remain in effect, as well as any applicable provision of this Section 14 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. This Agreement shall become effective as of ------------------------ the date of execution first written above, and shall continue in effect until December 31, 2002 and continue thereafter on an annual basis with respect to the Fund; provided that such annual continuance is specifically approved at least annually (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on by the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s BoardBoard of Trustees of Pacific Funds, including or (b) by the vote of a majority (as defined under the ▇▇▇▇ ▇▇▇) of the outstanding voting shares of each Fund, and provided that continuance is also approved by the vote of a majority of the Independent TrusteesBoard of Trustees of Pacific Funds who are not parties to this Agreement or "interested persons" (as such term is defined in the 1940 Act) of Pacific Funds, the Adviser, or the Fund Manager, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by . This Agreement may not be materially amended without a majority vote of a majority of that Fund’s the outstanding voting securities, when required by shares (as defined in the ▇▇▇▇ ▇▇▇.) of the Fund. This Agreement may be terminated: (ba) Unless sooner terminated as provided herein, this Agreement shall continue in effect by the Funds at any time with respect to each the services provided by the Fund until Manager, without the termination date set forth in Schedule Apayment of any penalty, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) forfeiture, compulsory buyout amount, or performance of any other obligation which could deter termination, by vote of a majority of the entire Board of Trustees of Pacific Funds or by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose outstanding voting shares of voting on such approval, and (ii) by the Board Pacific Funds or, with respect to any given a particular Fund, by vote of a majority of the outstanding voting securities shares of that such Fund., on sixty (60) days written notice to the Fund Manager and the Adviser; (cb) Notwithstanding by the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated Fund Manager at any time, without the payment of any penalty, forfeiture, compulsory buyout amount or performance of any other obligation which could deter termination, upon sixty (i60) days prior written notice to the Adviser and Pacific Funds. (c) by vote the Adviser at any time, without the payment of any penalty, forfeiture, compulsory buyout amount or performance of any other obligation which could deter termination, upon sixty (60) days prior written notice to the Fund Manager and Pacific Funds. However, any approval of this Agreement by the holders of a majority of the Board outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of a particular Fund shall be effective to continue this Agreement with respect to such Fund notwithstanding (a) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Fund or (b) that this Agreement has not been approved by a the vote of a majority of the outstanding voting securities shares of Pacific Funds, unless such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); approval shall be required by any other applicable law or (ii) by otherwise. In the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice event of termination for any reason, all records of the Fund shall promptly be returned to the Adviser or Pacific Funds, free from any claim or retention of rights in such record by the Fund Manager, although the Fund Manager may, at its own expense, make and retain a copy of such records. This Agreement will terminate automatically in event of its assignment (as that term is defined in the Trust1940 Act), but shall not terminate in connection with any transaction not deemed an assignment within the meaning of Rules 2a-6 under the 1940 Act, or any other rule adopted by the SEC regarding transactions not deemed to be assignments. Should In the event this Agreement be is terminated with respect to a Sub-Adviseror is not approved in the manner described above, the Adviser shall assume the duties Sections or Paragraphs numbered 2(h), 2(j), 9, 10, 11, 13, 14 and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination 16 of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness as well as any applicable provision of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Paragraph numbered 15 shall remain in effect. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Trust unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fundthe Trust’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇1940 Act. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2021. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule ATrust, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fundthe Trust. (c) Notwithstanding the foregoing, with respect to any Fund(s) the Trust or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Trust on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each Fundthe Sub-Adviser upon the later of the date here above written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif the Sub-Adviser is not so registered as of the date here above written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2021. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any the Sub-Adviser(s) Adviser, this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s)Adviser; or (iii) by a the Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a the Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, Agreement shall become effective on the dates set forth in date first indicated above, subject to the attached Schedule A; provided condition that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the TrustFund’s Board, including a majority of the Independent Trustees, cast those Trustees who are not interested persons (as such term is defined in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) of the Manager or the Sub-Adviser shall have approved this Agreement. Unless sooner terminated as provided herein, this Agreement shall continue remain in full force and effect with respect to each Fund until through July 23, 2012, 150 days from its effective date (the termination date set forth in Schedule A“Termination Date”). Notwithstanding the foregoing, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, this Agreement may be terminated with respect to any given Series covered by this Agreement: (a) by the parties’ entry into a new Sub-Advisory Agreement that replaces this Agreement, following approval of the shareholders of each of the Series covered by this Agreement, (b) by the Manager at any time, upon ten (10) calendar days’ written notice to the Sub-Adviser and the Fund, (c) at any time without payment of any penalty by the Fund, by vote of the Fund’s Board or a majority of the outstanding voting securities of that Fund. each Series, upon ten (c10) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty calendar days’ written notice to the Adviser Manager and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, or (d) by the Adviser shall assume the duties and responsibilities of such Sub-Adviser upon three (3) months’ written notice unless and until the Adviser appoints another Fund or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to perform such duties and responsibilities. Termination exceed three (3) additional months beyond the initial three-month notice period, provided however, in no event shall the effective date of the termination of this Agreement exceed the Termination Date; also provided, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Manager and the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund or with respect to one the Series, or more Fund(s) in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser(s) shall Adviser does not affect receive compensation for its services from the continued effectiveness Manager or the Fund as required by the terms of this Agreement. In the event of termination for any reason, all records of each Series for which the Agreement with respect is terminated shall promptly be returned to the Manager or the Fund, free from any remaining Fund(s) claim or retention of rights in such record by the Sub-Adviser(s). (d) Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 12, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on Agreement shall become effective as of the dates set forth in the attached Schedule A; date hereof provided that this Agreement it shall not take effect unless it has first have been approved (ia) by a vote of a majority of the members of the Board who are not parties to this Agreement or interested persons of the Trust’s Board, including the Investment Adviser or the Sub-Adviser ("Independent Trustees"), cast in person at a meeting called for the purposes of voting on such approval; and (b) by a vote of a majority of the outstanding voting securities of the Fund. Unless sooner terminated as provided herein, this Agreement shall continue with respect to the Fund until [ ]. Thereafter, if not terminated, this Agreement shall continue in effect for successive 12-month periods ending on [ ] of each year, provided such continuance is specifically approved at least annually (a) by the vote of a majority of Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of the Fund; provided, however, that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated with respect to the Fund (i) by the Trust at any time, time without the payment of any penaltypenalty by the Board, (iii) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or Fund, (iii) by a the Investment Adviser on 60 days written notice to the Sub-Adviser or (iv) by the Sub-Adviser on sixty days’ 60 days written notice to the Adviser and Investment Adviser. Any notice of termination served on the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until by the Trust or the Investment Adviser appoints another shall be without prejudice to the obligation of the Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement complete transactions already initiated or acted upon with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) Fund. This Agreement shall automatically will also immediately terminate in the event of its assignment. (As used in this Agreement, or the terms "majority of the outstanding voting securities", "interested person" and "assignment" shall have the same meaning as such terms have in the event the Advisory Agreement is terminated1940 Act.)

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that the Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until two years after its effective date determined in 11(a). Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) the Fund or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ ' written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ ' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ ' written notice to the Adviser and the TrustFund. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on Agreement shall be effective immediately as of the dates date set forth above and shall continue in effect until two years from the attached Schedule A; date hereof and year to year thereafter, provided that this Agreement shall not take effect unless it has first been the initial approval and each continuance is specifically approved at least annually by (i) by a the vote of a majority of the Trust’s BoardTrustees or (ii) a vote of a “majority” (as defined in the 1940 Act) of the Funds’ outstanding voting securities, including provided that in either event the continuance is also approved by a majority of the Independent TrusteesTrustees who are neither (A) parties to this Agreement nor (B) “interested persons” (as defined in the 1940 Act) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this This Agreement shall continue in effect is terminable with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty (60) days’ written notice to such the Sub-Adviser(s); Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a “majority” (as defined in the 1940 Act) of the shares of a Fund or (ii) by the Adviser on sixty days’ written notice Adviser. This Agreement is terminable with respect to such Sub-Adviser(s); or (iii) each Fund, without penalty, by a the Sub-Adviser on sixty upon ninety (90) days’ written notice to the Adviser and the Trust. Should In addition, this Agreement be terminated will terminate with respect to a Sub-Adviser, Fund in the Adviser shall assume event of the duties and responsibilities termination of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Advisory Agreement with respect to a Fund. This Agreement will be terminated automatically in the event of its “assignment” (as defined in the 1940 Act and SEC rules and guidance thereunder). (c) In the event of a termination of this Agreement for any reason with respect to a Fund, the Sub-Adviser shall reasonably cooperate with any successor investment sub-adviser and with the Adviser in transitioning the management of the relevant Fund to one or more Fund(s) new sub-advisers or to the Adviser, including, without limitation, providing the Adviser, at such intervals as the Adviser may request, with a list of holdings for the relevant Fund and such other information as required by the Adviser. The Sub-Adviser(s) Adviser shall not affect deliver to Adviser all periodic compliance reports, certifications and information applicable to the continued effectiveness period of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Adviser’s services provided under this Agreement, including annual compliance reports and certifications. (d) This Termination of this Agreement shall automatically terminate in not affect the event rights or obligations of its assignmentthe Adviser, or in the event Adviser Indemnitees and the Advisory Agreement is terminatedSub-Adviser under Section 5 of this Agreement.

Duration and Termination. A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof on the effective date set forth in such Exhibit A (athe “Effective Date”) This Agreementand, with respect to each Fund, was initially approved, and is effectiveFund not in existence on that date, on the dates Effective Date set forth in the attached Schedule A; provided that an amendment to Exhibit A to this Agreement shall not take effect unless it relating to that Fund (provided in each case this Agreement has first been approved (i) with respect to a Fund in the manner required by a vote of a majority of Section 15 under the Trust’s Board1940 Act and if applicable, including a majority of in the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when manner required by the ▇▇▇▇ ▇▇▇. (b) Exemptive Order as set forth below). Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each for a Fund until the termination date set forth in Schedule Afor two years from its Effective Date. Thereafter, and if not terminated, this Agreement shall continue in effect from as to a Fund for successive one-year to year thereafter periods, provided that such continuance is specifically approved at least annually (i) by a vote of the Fund’s Board or (ii) by a majority of the Independent Trusteesoutstanding voting securities of the Fund, provided that in either event, the continuance is also approved by the majority of the trustees of the respective Fund who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any Party to this Agreement by vote cast in-person at meeting called for the purpose of voting on such approval (subject to any exemptive order or other relief from the in-person requirement provided by the SEC upon which the Fund may rely). If a Fund has adopted a Plan, in accordance with the terms of the Exemptive Order, this Agreement must be approved at least annually by a majority of the trustees of the respective Fund and of the trustees of the Fund who are not interested persons (as defined in the 1940 Act) and have no financial interest in the operation of the Plan or in any agreements related to such Plan, cast in in-person at a meeting called for the purpose of voting on such approval, and approval (ii) subject to any exemptive order or other relief from the in-person requirement provided by the Board orSEC upon which the Fund may rely). B. Notwithstanding the foregoing, with respect this Agreement may be terminated, without the payment of any penalty, by the respective Fund or the Distributor upon sixty (60) day’s written notice to any given Fundthe other Party. Each Fund may effect termination on its behalf by action of its Board, by vote of a majority of the outstanding voting securities of that such Fund. (c) Notwithstanding , or if the foregoingFund has adopted a Plan, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities trustees of such Fund(sthe Fund’s Board who are not interested persons of the Fund (as defined in the 1940 Act) on sixty days’ written notice to such Sub-Adviser(s); and have no direct or (ii) by indirect financial interest in the Adviser on sixty days’ written notice to such Sub-Adviser(s); operation of the Plan or (iii) by a Sub-Adviser on sixty days’ written notice in any agreements related to the Adviser and the Trust. Should Plan, including this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Agreement. (d) C. This Agreement shall will automatically terminate in the event of its assignment, or assignment (as defined in the event the Advisory 1940 Act). D. If this Agreement is terminatedterminated or not renewed with respect to one or more Funds or Classes it may continue in effect with respect to any other Fund or Class as to which it has not been terminated (or has been renewed).

Duration and Termination. a. This Agreement shall become effective upon the date of its execution, and unless terminated as provided herein, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect thereafter until the Termination Date (as such term is defined in the Registration Statement) and winding down of the affairs of the Trust, but only so long as such continuance after such date is specifically approved at least annually by (a) This Agreementthe Board, with respect to each Fund, was initially approved, and is effective, on or by the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the outstanding voting securities of the Trust’s Board, including and (b) the vote of a majority of those Trustees who are not interested persons of the Independent TrusteesSub-Adviser, the Adviser, or the Trust cast in person at a meeting called for the purpose of voting on such approval. b. Notwithstanding the foregoing, and this Agreement may be terminated: (iia) by vote the Adviser at any time without payment of a majority of that Fund’s outstanding voting securitiesany penalty, when required by upon 60 days' prior written notice to the ▇▇▇▇ ▇▇▇. Sub-Adviser and the Trust; (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote any time without payment of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) any penalty by the Board or, with respect to any given FundTrust, by vote of the Trust's Board or a majority of the outstanding voting securities of that Fund. the Trust, upon 60 days' prior written notice to the Adviser and the Sub- Adviser, or (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ upon 3 months' prior written notice unless the Trust or the Adviser requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Trust or Adviser not to exceed 3 additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, in the Adviser shall assume event either the duties and responsibilities of such Sub-Adviser unless and until (acting in good faith) or the Adviser appoints another Sub-Adviser ceases to perform such duties and responsibilities. Termination be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of this Agreement providing investment management services pursuant to its respective contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Trust. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until June 30, 2015. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to each Agreement shall go into effect for Thrivent Large Cap Stock Fund, was initially approvedThrivent Income Fund, Thrivent Municipal Bond Fund and is effective, Thrivent Money Market Fund on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) business day following approval by a vote of a “majority” (as defined in the Act) of the outstanding voting securities of the Fund, replacing any prior agreement; and for additional funds initiated after the date of this Agreement, on such date as specified on Schedule A hereto; and shall, unless terminated as hereinafter provided, continue in effect thereafter from year to year, but only so long as such continuance is specifically approved at least annually by a majority of the Trust’s BoardBoard of Trustees, including or by the vote of the holders of a “majority” (as defined in the Act) of the outstanding voting securities of the Fund, and, in either case, a majority of the Independent Trustees, Trustees who are not parties to this Agreement or “interested persons” (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement may be terminated by the Adviser at any time without penalty upon giving the Trust sixty (60) days’ written notice (which may be waived by the Trust) and may be terminated by the Trust at any time without penalty upon giving the Adviser sixty (60 days’ written notice (which notice may be waived by the Adviser), and (ii) provided that such termination by the Trust shall be directed or approved by the vote of a majority of that Fund’s outstanding voting securities, when required all of its Trustees in office at the time or by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote holders of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoingTrust, or with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without Fund by the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities share of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the TrustFund. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its “assignment, or ” (as defined in the event Act). (c) The Trust hereby agrees that if (i) the Advisory Agreement is terminatedAdviser ceases to act as investment adviser to the Trust and (ii) continued use of the Trust’s present name would create confusion in the context of the Adviser’s business or that of Thrivent Financial for Lutherans or its affiliates, the Trust will use its best efforts to change its name in order to delete the abbreviation “TFL” from its name.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent TrusteesIndependentTrustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that the Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until two years after its effective date determined in 11(a). Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) the Fund or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the TrustFund. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This AgreementAgreement will become effective as of the date first written above with respect to each Fund listed on Appendix A as of such date, and, with respect to each any additional Fund, was initially approvedas of the date of any addendum executed by the Trust, on behalf of such Fund, and is effectiveAdviser, on the dates set forth in the attached Schedule A; accordance with Section 1(b) hereof, provided that this Agreement (as supplemented by the terms specified in any addendum pursuant to Section 1(b) hereof) shall not take effect unless it has first have been approved in accordance with the requirements of the 1940 Act, and, unless sooner terminated as provided herein, shall thereafter continue in effect with respect to each such Fund for an initial two-year period from the applicable effective date. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the particular Fund for successive periods of one year, provided that such continuance is specifically approved at least annually (ia) by a vote of a majority of those members of the Trust’s Board, including a majority Board of the Independent TrusteesTrustees who are not parties to this Agreement or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (iib) by the Trust’s Board of Trustees or by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a “majority of the outstanding voting securities securities” of that such Fund. (c) . Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, (i) by vote of the Board or Trust (by a vote of a majority of the Trust’s Board of Trustees or by vote of a “majority of the outstanding voting securities securities” of such Fund(sFund) on sixty (60) days’ written notice to such Sub-Adviser(s); Adviser, or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii60) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this This Agreement be terminated will automatically and immediately terminate with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate all Funds in the event of its “assignment.” (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as such terms have under the 1940 Act, including any interpretive guidance thereunder by the SEC or in the event the Advisory Agreement is terminatedits staff.)

Duration and Termination. (a) This Agreement, with respect to Agreement will become effective for each Fund, was initially approved, Fund upon its approval by the Trustees and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of the majority of the outstanding voting securities of each Fund; provided, however, if governed by exemptive relief from the SEC permitting CSIM to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the Trust’s Board, including a majority outstanding voting securities of the Independent Fund involved, the Agreement will become effective upon its approval by the Trustees, cast without approval by the shareholders. This Agreement will remain in person at a meeting called for the purpose effect until two years from date of voting on such approvaleach effectiveness, and (ii) by vote thereafter, for periods of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated one year so long as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance thereafter is specifically approved at least annually (i) by a the vote of a majority of the Independent Trusteesthose Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board orTrustees, with respect to any given Fund, or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that Fundif the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” will be construed in a manner consistent with the 1940 Act. (cb) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this This Agreement may be terminated at any time, without the cause and without payment of any penalty, penalty by Fund Parties by: (i) by vote of a majority of the Board or by a Trustees; (ii) vote of a majority of the outstanding voting securities of such Fund(s) a Fund on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty not more than 60 days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such ; or (iii) CSIM upon 90 days’ written notice to Sub-Adviser unless and until the Adviser appoints another Adviser. In addition, this Agreement may be terminated, with cause, by CSIM at any time, without payment of any penalty by Fund Parties, upon written notice to Sub-Adviser Adviser. As used herein, “with cause” means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and (iii) any material financial or other impairment that in the reasonable judgment of CSIM impairs Sub-Adviser’s ability to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Services. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

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) This Agreement, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that The Trust may cause this Agreement shall not take effect unless it has first been approved to terminate either (i) by vote of the Trust’s Board or (ii) with respect to a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund, by not more than sixty (60) days’ nor less than thirty (30) days’ written notice to the Adviser; or (b) The Adviser 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 Trust; or (c) This Agreement automatically shall terminate two years from the date of the Agreement’s Boardexecution unless the Agreement’s renewal specifically is approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of said Trustees who are not interested persons of the Independent TrusteesTrust or the Adviser, cast in person at a meeting called for the purpose of voting on such said approval, and ; or (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of that each Fund.; provided, however, that, if the continuance of this Agreement is submitted to the shareholders of a Fund for the shareholders’ approval and said shareholders fail to approve said continuance of this Agreement as provided herein, the 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 (cd) Notwithstanding Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the foregoingevent of termination of this Agreement for any reason, the Adviser, immediately upon notice of termination or on such later date as may be specified in said notice, shall cease all activity on behalf of each of the Funds and with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or Fund’s assets, except as otherwise required by a vote of a majority any fiduciary duties of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trustunder applicable law. Should this Agreement be terminated with respect to a Sub-AdviserIn addition, the Adviser shall assume deliver the duties Fund Books and responsibilities Records to the Trust by such means and in accordance with such schedule as the Trust shall direct, and otherwise shall cooperate, as reasonably directed by the Trust, in the transition of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect portfolio asset management to any remaining Fund(s) or Sub-Adviser(s)successor of the Adviser. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Agreement shall become effective as of the date executed with respect to each Fund, was initially approveda particular Fund and shall remain in full force and effect for an initial term as set forth on Schedule A, and is effectivecontinually thereafter, on the dates subject to renewal as provided in Section 12(a)(ii) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: i. Either party hereto may, at any time on sixty (60) days’ prior written notice to the attached Schedule A; provided that other, terminate this Agreement shall not take effect unless it has first been approved (i) Agreement, without payment of any penalty. With respect to a Fund, termination may be authorized by a action of the Board or by an “affirmative vote of a majority of the Trust’s Boardoutstanding voting securities of the Fund” (as defined in Section 15); or ii. This Agreement shall automatically terminate two years from the date of its execution with respect to a particular Fund unless 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” (as defined in Section 15 of this Agreemenet) of the Independent TrusteesTrust or the Adviser, cast in person at a meeting called for the purpose of voting on such approvalapproval in a manner consistent with the 1940 Act, and or (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of each Fund; provided, however, that Fundif the continuance of this Agreement is submitted to the shareholders of each Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Adviser may continue to serve hereunder as to each Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder. (cb) Notwithstanding In the foregoingevent of termination of this Agreement for any reason, the 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 Fund(s) or of its assets, except as otherwise required by any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote fiduciary duties of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trustunder applicable law. Should this Agreement be terminated with respect to a Sub-AdviserIn addition, the Adviser shall assume deliver the duties Fund Books and responsibilities Records to the Trust by such means and in accordance with such schedule as the Trust shall direct and shall otherwise cooperate, as reasonably directed by the Trust, in the transition of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect portfolio asset management to any remaining Fund(s) or Sub-Adviser(s)successor of the Adviser. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Sub- Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This AgreementAgreement shall continue in full force and effect through two years from its effective date. Thereafter, with respect to each Fundunless earlier terminated, was initially approvedthe Agreement shall continue in full force and effect for periods of one year, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been such continuance is specifically approved at least annually by (i) by a the vote of a majority of the Trust’s BoardBoard of Trustees of the Fund, including or (ii) the vote of a majority of the Independent Trusteesoutstanding voting shares of Mid Cap Fund (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Fund who are not parties to this Agreement or “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, and (ii) any approval of this Agreement by vote the holders of a majority of that Fund’s the outstanding voting securities, when required by shares (as defined in the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, of Mid Cap Fund shall be effective to continue this Agreement shall continue in effect with respect to each Mid Cap Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually notwithstanding (i) that this Agreement has not been approved by a vote the holders of a majority of the Independent Trustees, cast in person at a meeting called for outstanding shares of any other series of the purpose of voting on such approval, and Fund or (ii) that this agreement has not been approved by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities shares of that the Fund. (c) , unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated with respect to Mid Cap Fund: (i) by the Manager at any time, upon sixty (60) days’ written notice to the Sub-Adviser and the Fund, (ii) at any time without the payment of any penaltypenalty by the Fund, (i) by vote the Fund’s Board of the Board Trustees or by a vote of a majority of the outstanding voting securities of such Fund(sMid Cap Fund, upon sixty (60) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser Manager and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, or (iii) by the Adviser shall assume the duties and responsibilities of such Sub-Adviser upon three (3) months’ written notice unless and until the Adviser appoints another Fund or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to perform such duties exceed three (3) additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Manager and responsibilities. Termination the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Fund as required by the terms of this Agreement. In the event of termination for any reason, all records of Mid Cap Fund for which the Agreement with respect is terminated shall promptly be returned to one the Manager or more Fund(s) the Fund, free from any claim or retention of rights in such record by the Sub-Adviser(s) shall not affect Adviser, although the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the Agreement was in effect, Section 6.

Duration and Termination. (a) a. This Agreement, with respect to each Fund, was initially approved, and is effective, Agreement shall become effective on the dates set forth in date first indicated above, subject to the attached Schedule A; provided condition that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s 's Board, including a majority of those Trustees who are not interested persons (as such term is defined in the Independent Trustees, cast in person at a meeting called for 1940 Act) of the purpose of voting on such approvalAdviser or the Sub-Adviser, and (ii) by vote the Holders of a majority of that Fund’s outstanding voting securities, when required by the Int▇▇▇▇▇▇ ▇▇▇. (b) n the Trust, shall have approved this Agreement in the manner required by the 1940 Act. Unless sooner terminated as provided herein, this Agreement shall continue remain in full force and effect with respect to each Fund until the termination date set forth in Schedule Athrough and including April 18, 2007 and shall continue in effect from year to year thereafter provided that full force and affect indefinitely thereafter, but only so long as such continuance is specifically approved at least annually by (ia) by a vote of a majority of the Independent TrusteesBoard, cast in person at a meeting called for the purpose of voting on such approval, and (ii) or by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of that Fundthe Trust, and (b) the vote of a majority of those Tru▇▇▇▇▇ ▇▇o are not interested persons (as such term is defined in the 1940 Act) of any such party to this Agreement cast in person at a m▇▇▇▇▇▇ ▇alled for the purpose of voting on such approval. (c) b. Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated terminated: (a) by the Adviser at any time, time without the payment of any penalty, upon 60 days' prior written notice to the Sub-Adviser and the Trust; (ib) at any time without payment of any penalty by vote of the Trust, by the Trust's Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty the Trust, upon 60 days’ ' prior written notice to such the Adviser and the Sub-Adviser(s); Adviser, or (iic) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ upon 3 months' prior written notice unless the Trust or the Adviser requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Trust or Adviser not to exceed 3 additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Adviser and the Trust. Should this Agreement , in the event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be terminated registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with respect the Trust. c. In the event of termination for any reason, all records of the Trust shall promptly be returned to a the Adviser or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, although the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless may, at its own expense, make and until the Adviser appoints another Sub-Adviser to perform retain a copy of such duties and responsibilitiesrecords. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 11, 12, and 13 of this Agreement shall remain in effect, as well as any applicable provision of this Section 14 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Trust unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s the Trust's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇1940 Act. (b) Unless sooner terminated as provided herein▇▇▇▇▇▇, this Agreement Contract shall continue in force and effect until two years after its effective date determined in 11(a). Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) the Trust or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Trust on sixty days’ ' written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ ' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent TrusteesManaging General Partners, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that the Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇1940 Act. (b) Unless sooner terminated as provided hereinhe▇▇▇▇, this Agreement ▇▇is Contract shall continue in force and effect until two years after its effective date determined in 11(a). Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent TrusteesManaging General Partners, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) the Fund or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ ' written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ ' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ ' written notice to the Adviser and the TrustFund. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. a. This Agreement shall become effective on the date first indicated above, subject to the condition that the Trust's Board, including a majority of those Trustees who are not interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Adviser or the Sub-Adviser, and the Holders of Interests in the Trust, shall have approved this Agreement in the manner required by the 1940 Act. Unless terminated as provided herein, this Agreement shall remain in full force and effect through and including September 24, 2006 and shall continue in full force and affect indefinitely thereafter, but only so long as such continuance is specifically approved at least annually by (a) This Agreementthe Board, with respect to each Fund, was initially approved, and is effective, on or by the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Trust’s Board, including and (b) the vote of a majority of those Trustees who are not interested persons (as such term is defined in the Independent Trustees, ▇▇▇▇ ▇▇▇) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. b. Notwithstanding the foregoing, and this Agreement may be terminated: (iia) by vote the Adviser at any time without payment of a majority of that Fund’s outstanding voting securitiesany penalty, when required by upon 60 days' prior written notice to the ▇▇▇▇ ▇▇▇. Sub-Adviser and the Trust; (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote any time without payment of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) any penalty by the Board or, with respect to any given FundTrust, by vote of the Trust's Board or a majority of the outstanding voting securities of that Fund. the Trust, upon 60 days' prior written notice to the Adviser and the Sub-Adviser, or (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ upon 3 months' prior written notice unless the Trust or the Adviser requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Trust or Adviser not to exceed 3 additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Adviser and the Trust. Should this Agreement , in the event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be terminated registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with respect the Trust. c. In the event of termination for any reason, all records of the Trust shall promptly be returned to a the Adviser or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, although the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless may, at its own expense, make and until the Adviser appoints another Sub-Adviser to perform retain a copy of such duties and responsibilitiesrecords. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 11, 12, and 13 of this Agreement shall remain in effect, as well as any applicable provision of this Section 14 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. (a) This AgreementAgreement shall become effective as of the date first written above with respect to each Fund listed in Schedule A as of such date, and, with respect to each any additional Fund, was initially approvedas of the date of any addendum executed by the Trust, on behalf of such Fund, and is effectivethe Administrator, on the dates set forth in the attached Schedule A; accordance with Section 1(b) hereof, provided that this Agreement (as supplemented by the terms specified in any addendum pursuant to Section 1(b) hereof) shall not take effect unless it has first have been approved in accordance with the requirements of the 1940 Act, and, unless sooner terminated as provided herein, shall thereafter continue in effect with respect to each such Fund for an initial two-year period from the applicable effective date. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the particular Fund for successive periods of one year, provided that such continuance is specifically approved at least annually (ia) by a vote of a majority of those members of the Trust’s Board, including a majority Board of the Independent TrusteesTrustees who are not parties to this Agreement or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (iib) by the Trust’s Board of Trustees or by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a “majority of the outstanding voting securities securities” of that such Fund. (c) . Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, (i) by vote of the Board or Trust (by a vote of a majority of the Trust’s Board of Trustees or by vote of a “majority of the outstanding voting securities securities” of such Fund(sFund) on sixty 60 days’ written notice to such Sub-Adviser(sthe Administrator (which notice may be waived by the Administrator); , or (ii) by the Adviser Administrator on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty 60 days’ written notice to the Adviser and Trust (which notice may be waived by the Trust). Should this This Agreement be terminated will automatically and immediately terminate with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate all Funds in the event of its “assignment.” (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as such terms have under the 1940 Act, including any interpretive guidance thereunder by the SEC or in the event the Advisory Agreement is terminatedits staff.)

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, Agreement shall become effective on the dates set forth in date first indicated above, subject to the attached Schedule A; provided condition that this Agreement shall not take effect unless it has first been approved (i) by a vote the Fund's Board of a majority of the Trust’s BoardTrustees, including a majority of those Trustees who are not interested persons (as such term is defined in the Independent Trustees, cast in person at a meeting called for 1940 Act) of the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by Manager or the ▇▇▇Sub-Adviser shall have approved thi▇ ▇▇▇. (b) ▇▇▇ent. Unless sooner terminated as provided herein, this Agreement shall continue remain in full force and effect with respect to each Fund until through _______________________ [150 days from its effective date (the termination date set forth in Schedule A"Termination Date")]. Notwithstanding the foregoing, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, this Agreement may be terminated with respect to any given Series covered by this Agreement: (a) by the parties' entry into a new Sub-Advisory Agreement that replaces this Agreement, following approval of the shareholders of each Series covered by this Agreement; (b) by the Manager at any time, upon ten (10) days' written notice to the Sub-Adviser and the Fund, (c) at any time without payment of any penalty by the Fund, by vote the Fund's Board of Trustees or a majority of the outstanding voting securities of that Fund. each Series, upon ten (c10) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ ' written notice to the Adviser Manager and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, or (d) by the Adviser shall assume the duties and responsibilities of such Sub-Adviser upon three (3) months' written notice unless and until the Adviser appoints another Fund or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser to perform such duties and responsibilities. Termination shall allow the additional time requested by the Fund or Manager; provided, however, in no event shall the effective date of the termination of this Agreement with respect exceed the Termination Date; provided, further, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to one or more Fund(sthe Manager and the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser(s) shall Adviser does not affect receive compensation for its services from the continued effectiveness Manager or the Fund as required by the terms of this agreement. In the event of termination for any reason, all records of each Series for which the Agreement with respect is terminated shall promptly be returned to the Manager or the Fund, free from any remaining Fund(s) claim or retention of rights in such record by the Sub-Adviser(s). (d) Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 8, 9, 10, 11, 12 and 13 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 14 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. (a) This Agreement, Agreement shall become effective as of the date hereof with respect to each Fund, was initially approvedthe Fund listed in Section 1(a) hereof, and is effectivewith respect to any additional portfolio, on the dates set forth date of receipt by Portico Funds of notice from the Investment Adviser in accordance with Section 1(b) hereof that the attached Schedule A; Investment Adviser is willing to serve as investment adviser with respect to such portfolio, provided that this Agreement (as supplemented by the terms specified in any notice and agreement pursuant to Section 1(b) hereof) shall not take effect unless it has first have been approved by the shareholders of the Fund (ior any portfolio added pursuant to Section 1(b) hereof) in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, shall continue in effect with respect to the Fund (or any portfolio added pursuant to Section 1(b) hereof) until February 28, 1993. Thereafter, if not terminated, this Agreement shall automatically continue in effect as to a particular portfolio for successive annual periods, provided such continuance is specifically approved at least annually (a) by a the vote of a majority of the Trust’s Board, including a majority those members of the Independent TrusteesPortico Funds' Board of Directors who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (iib) by vote Portico Funds' Board of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, Directors or by vote of a majority of the outstanding voting securities of that Fund. (c) such portfolio. Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated as to a particular portfolio at any time, without the payment of any penalty, by Portico Funds (i) by vote of the Portico Funds' Board of Directors or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(sportfolio); , or (ii) by the Investment Adviser on sixty days’ ' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trustnotice. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically will immediately terminate in the event of its assignment. (As used in this Agreement, or the terms "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meaning as such terms have in the event the Advisory Agreement is terminated1940 Act.)

Duration and Termination. (a) This AgreementAgreement shall become effective upon the date here above written, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect until April 30, 2009. Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Agreement shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that the Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until two years after its effective date determined in 11(a). Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) the Fund or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the TrustFund. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, Agreement shall become effective on the dates set forth in date first indicated above, subject to the attached Schedule A; provided condition that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the TrustFund’s Board, including a majority of the Independent Trustees, cast those Directors who are not interested persons (as such term is defined in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) of the Manager or the Sub-Adviser, and the shareholders of each Series, shall have approved this Agreement. Unless sooner terminated as provided herein, this Agreement shall continue remain in full force and effect with respect to each Fund until through June 26, 2009, 150 days from its effective date (the termination date set forth in Schedule A“Termination Date”). Notwithstanding the foregoing, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, this Agreement may be terminated with respect to any given Series covered by this Agreement: (a) by the parties’ entry into a new Sub-Advisory Agreement that replaces this Agreement, following approval of the shareholders of each of the Series covered by this Agreement, (b) by the Manager at any time, upon ten (10) calendar days’ written notice to the Sub-Adviser and the Fund, (c) at any time without payment of any penalty by the Fund, by vote of the Fund’s Board or a majority of the outstanding voting securities of that Fund. each Series, upon ten (c10) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty calendar days’ written notice to the Adviser Manager and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, or (d) by the Adviser shall assume the duties and responsibilities of such Sub-Adviser upon three (3) months’ written notice unless and until the Adviser appoints another Fund or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to perform such duties and responsibilities. Termination exceed three (3) additional months beyond the initial three-month notice period, provided however, in no event shall the effective date of the termination of this Agreement exceed the Termination Date; also provided, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Manager and the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund or with respect to one the Series, or more Fund(s) in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser(s) shall Adviser does not affect receive compensation for its services from the continued effectiveness Manager or the Fund as required by the terms of this Agreement. In the event of termination for any reason, all records of each Series for which the Agreement with respect is terminated shall promptly be returned to the Manager or the Fund, free from any remaining Fund(s) claim or retention of rights in such record by the Sub-Adviser(s). (d) Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. (a) This Agreement, with respect Agreement will become effective as to each Fund, was initially approved, and is effective, on Fund as to the dates date set forth in the attached Schedule opposite each Fund's name on SCHEDULE A; , provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Boardoutstanding voting securities of such Fund in accordance with the requirements under the 1940 Act and, including 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, this Agreement will continue in effect as to a Fund for successive periods of twelve (12) months, PROVIDED that such continuation is specifically approved at least annually (a) by the vote of a majority of those members of the Independent TrusteesTrust's Board of Trustees who are not interested persons of the Trust, the Sub-Adviser, or Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trust's Board or, with respect to any given Fund, of Trustees or by vote of a majority of the outstanding voting securities of that such Fund. (c) . Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated as to the Fund at any time, without the payment of any penalty, on sixty (i60) days' written notice by vote 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 Board original version of the Agreement), then unless otherwise terminated in accordance with the foregoing, this Agreement may be terminated by Adviser or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or Adviser, as to all Funds, by giving not less than one (ii1) by years' notice. Notwithstanding the foregoing provisions, each of Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a and the Sub-Adviser on sixty days’ written notice may terminate this Agreement prior to the expiration of the initial five (5) year term as follows: (a) if either Adviser and or the Trust. Should Sub-Adviser shall materially breach this Agreement be terminated and such breach shall remain uncured for a period of sixty (60) days, the non-breaching party may terminate this Agreement upon expiration of the sixty-day period; and (b) in the event that the Trust terminates this Agreement with respect to a either Adviser or the Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Subnon-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of terminated party may terminate this Agreement concurrent with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) Fund's termination. This Agreement shall automatically will immediately terminate in the event of its assignment. (As used in this Agreement, or the terms "majority of the outstanding voting securities", "interested persons" and "assignment" have the same meaning of such terms in the event the Advisory Agreement is terminated1940 Act.)

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each Fundthe Sub-Adviser upon the later of the date hereabove written and the date that the Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif the Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that the Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect with respect to each Fund until the termination date set forth in Schedule AJune 30, and 2021. Thereafter, if not terminated, this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ written notice to such the Sub-Adviser(s)Adviser; or (ii) by the Adviser on sixty days’ written notice to such the Sub-Adviser(s)Adviser; or (iii) by a the Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a the Sub-Adviser, the Adviser shall assume the duties and responsibilities of such the Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Trust unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fundthe Trust’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect until two years after its effective date determined in 11(a). Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) the Trust or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Trust on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, Agreement will become effective on the dates set forth in the attached Schedule A; Closing Date, provided that this Agreement shall will not take effect unless it has first been approved (i) by a vote of a majority of those Directors who are not parties to this Agreement or "interested persons" (as defined in the Trust’s Board, including a majority ▇▇▇▇ ▇▇▇) of the Independent Trusteesany party to this Agreement, cast in person at a meeting (or as otherwise permitted by applicable law or regulatory relief) called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s the outstanding voting securities, when required by securities of the ▇▇▇▇ ▇▇▇. Fund (b) as defined in the 1940 Act). Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until for two years from the termination date set forth in Schedule Aof effectiveness. Thereafter, and if not terminated, this Agreement shall continue in effect from automatically for successive one-year to year thereafter periods, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those Directors who are not parties to this Agreement or "interested persons" (as defined in the Independent Trustees▇▇▇▇ ▇▇▇) of any party to this Agreement, cast in person at a meeting (or as otherwise permitted by applicable law or regulatory relief) called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fundthe Fund (as defined in the 1940 Act). (cb) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by the Adviser on 60 days' written notice to the Sub-Adviser, (ii) by vote of the Board or by a vote of a majority of the Fund's outstanding voting securities of such Fund(s(as defined in the 1940 Act) on sixty 60 days’ ' written notice to such the Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a the Sub-Adviser on sixty 90 days’ ' written notice to the Adviser Fund and the TrustAdviser. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall will automatically terminate in the event of its assignmentassignment (as defined in the 1940 Act or the Advisers Act) and the Sub-Adviser shall be notified by the Fund and the Adviser, or in the event Sub-Adviser shall notify the Fund and the Adviser, as applicable, as soon as reasonably practicable and as permissible under applicable law or this Agreement before any such assignment occurs. In addition, notwithstanding anything herein to the contrary, if the Investment Advisory Agreement is terminatedterminates for any reason, this Agreement shall terminate effective upon the date the Investment Advisory Agreement terminates.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on Agreement shall become effective as of the dates set forth in the attached Schedule A; date hereof provided that this Agreement it shall not take effect unless it has first have been approved (ia) by a vote of a majority of the members of the Board who are not parties to this Agreement or interested persons of the Trust’s Board, including the Investment Adviser or the Sub-Adviser (“Independent Trustees”), cast in person at a meeting called for the purposes of voting on such approval; and (b) by a vote of a majority of the outstanding voting securities of the Fund. Unless sooner terminated as provided herein, this Agreement shall continue with respect to the Fund for a period of two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect for successive 12-month periods, provided such continuance is specifically approved at least annually (a) by the vote of a majority of Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of the Fund; provided, however, that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated with respect to the Fund (i) by the Trust at any time, time without the payment of any penaltypenalty by the Board, (iii) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or Fund, (iii) by a the Investment Adviser on 60 days written notice to the Sub-Adviser, or (iv) by the Sub-Adviser on sixty days’ 60 days written notice to the Adviser and Investment Adviser. Any notice of termination served on the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until by the Trust or the Investment Adviser appoints another shall be without prejudice to the obligation of the Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement complete transactions already initiated or acted upon with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) Fund. This Agreement shall automatically will also immediately terminate in the event of its assignment. (As used in this Agreement, or the terms “majority of the outstanding voting securities”, “interested person” and “assignment” shall have the same meaning as such terms have in the event the Advisory Agreement is terminated1940 Act.)

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until for a term of three years commencing as of the termination date set forth in Schedule Ahereof, and at the end of such three-year period shall automatically continue in effect for successive one-year terms, provided, that the Fund’s Board of Trustees (“Board”) shall review this Agreement from year time to year thereafter provided that such continuance is specifically approved time and at least annually in reference to the terms and conditions specifically set forth below in clauses (a)(i) to (a)(iii) of this Section 15. Notwithstanding the above, this Agreement may be terminated: (a) during the first three years, without the payment of any penalty for such termination: (i) by the Fund, on ninety (90) days’ prior written notice, as may 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 be received by PNC hereunder are fair and reasonable for a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and three-year term; or (ii) by the Board or, with respect to any given Fund, on sixty (60) days’ prior written notice, if PNC is in material breach of this Agreement and PNC has not remedied such breach within such sixty (60) day period; or (iii) by vote the Fund, on sixty (60) days’ prior written notice, if PNC: (A) 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 (B) files a petition for bankruptcy, or another comparable filing by PNC has occurred; or (C) has a materially impaired financial condition; or (D) has a significant regulatory problem or is the subject of a majority significant regulatory investigation; and in the case of subsections (1) through (4) above, the Board determines in the exercise of its fiduciary obligations under the 1940 Act that such event materially impairs PNC’s ability to perform its duties under this Agreement; or (iv) by PNC, on one hundred fifty (150) days prior written notice, if the Fund is in material breach of the outstanding voting securities of that Fund.Agreement; and (cb) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any timetime after the first three years, without the payment of any penalty, on ninety (i90) days prior written notice by vote the Fund or on one hundred fifty (150) days prior written notice by PNC. In the event of termination by the Board Fund pursuant to Sections 15(a)(i) or (b) or by PNC after a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination material breach of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) by the Fund, all expenses (which shall not affect be deemed a penalty) associated with movement (or duplication) of records and materials, deconversion and conversion to a successor transfer agent or other service provider incurred by PNC, will be borne by the continued effectiveness Fund. During the first three years commencing as of the date hereof, BlackRock Advisors, LLC will not recommend termination of this Agreement with respect provided such action or inaction by BlackRock Advisors, LLC is not contrary to any remaining Fund(s) or Sub-Adviser(s)its fiduciary obligations to the Fund. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement shall become effective on the date first indicated above, subject to the condition that the Fund’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Manager or the Sub-Adviser, and the shareholders of the Fund, shall have approved this Agreement. Unless terminated as provided herein, this Agreement shall remain in full force and effect for two years from the effective date of this Agreement and continue on an annual basis thereafter with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule AFund covered by this Agreement; provided that this Agreement shall not take effect unless it has first been such annual continuance is specifically approved each year by: (i1) the Board of Trustees of the Fund, or by a the vote of a majority of the Trust’s Board, including outstanding voting securities (as defined in the 1940 Act) of the Fund; and (2) the vote of a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the Independent Trustees, ▇▇▇▇ ▇▇▇) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. However, and (ii) any approval of this Agreement by vote the holders of a majority of that Fund’s the outstanding voting securities, when required by shares (as defined in the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, of the Fund shall be effective to continue this Agreement shall continue in effect with respect to each the Fund until notwithstanding: (1) that this Agreement has not been approved by the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided holders of a majority of the outstanding shares of any other series of the Fund; or (2) that such continuance is specifically this Agreement has not been approved at least annually (i) by a the vote of a majority of the Independent Trusteesoutstanding shares of the Fund, cast in person at a meeting called for unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the purpose of voting on such approvalforegoing, and this Agreement may be terminated with respect to the Fund covered by this Agreement: (ii1) by the Board orManager at any time, with respect upon sixty days’ written notice to the Sub-Adviser and the Fund; (2) at any given time without payment of any penalty by the Fund, by vote the Fund’s Board of Trustees or a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on upon sixty days’ written notice to the Adviser Manager and the Trust. Should this Agreement be terminated with respect Sub-Adviser; or (3) by the Sub-Adviser upon three months’ written notice unless the Fund or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until shall allow the Adviser appoints another additional time requested by the Fund or Manager not to exceed three additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to perform such duties the Manager and responsibilities. Termination the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Fund as required by the terms of this Agreement with respect Agreement. In the event of termination for any reason, all records of the Fund shall promptly be returned to one the Manager or more Fund(s) the Fund, free from any claim or retention of rights in such record by the Sub-Adviser(s) shall not affect Adviser, although the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 10, 11, 13, 14, 15, and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 18 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the Agreement was in effect, Section 6.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on Agreement shall become effective as of the dates set forth in the attached Schedule A; date hereof provided that this Agreement it shall not take effect unless it has first have been approved (ia) by a vote of a majority of the Trust’s Board, including a majority members of the Board who are not parties to this Agreement or interested persons of the Trust, the Investment Adviser or the Sub-Adviser ("Independent Trustees"), cast in person at a meeting called for the purpose purposes of voting on such approval, ; and (iib) by a vote of a majority of that Fund’s the outstanding voting securities, when required by securities of the ▇▇▇▇ ▇▇▇. (b) Fund. Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each the Fund until the termination date set forth in Schedule Afor an initial term of up to two years. Thereafter, and if not terminated, this Agreement shall continue in effect from year to year thereafter for successive 12-month periods, provided that such continuance is specifically approved at least annually (ia) by a the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (iib) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of the Fund: provided, however, that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated with respect to the Fund (i) by the Trust at any time, time without the payment of any penaltypenalty by the Board, (iii) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or Fund, (iii) by a the Investment Adviser on 60 days written notice to the Sub-Adviser or (iv) by the Sub-Adviser on sixty days’ 60 days written notice to the Adviser and Investment Adviser. Any notice of termination served on the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until by the Trust or the Investment Adviser appoints another shall be without prejudice to the obligation of the Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement complete transactions already initiated or acted upon with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) Fund. This Agreement shall automatically will also immediately terminate in the event of its assignment. (As used in this Agreement, or the terms "majority of the outstanding voting securities'', "interested person" and "assignment" shall have the same meaning as such terms have in the event the Advisory Agreement is terminated1940 Act.)

Duration and Termination. (a) This Agreement, Agreement shall go into effect with respect to each Fund, was initially approved, the Select Value Portfolio and is effective, on replace the dates set forth in Present Sub-Advisory Agreement upon the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved later of: (i) consummation of the Transaction; or (ii) on the first business day following approval hereof by a vote of a majority "majority" (as defined in the Act) of the Trust’s Boardoutstanding voting securities of the Select Value Portfolio. In the event the Transaction is not consummated for any reason, including then this Agreement shall terminate automatically without ever having become effective and shall be considered void and of no further force or effect, and the Present Sub-Advisory Agreement shall continue in full force and effect unaffected by this Agreement unless and until terminated in accordance with its terms. In the event the parties hereto mutually agree that one or more series of the Fund should be included as additional "Portfolio(s)" hereunder, this Agreement shall become effective with respect to each such additional Portfolio on the date specified on Exhibit A hereto. Once effective with respect to any Portfolio(s), this Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years with respect to such Portfolio, and thereafter from year to year, but only so long as such continuance is specifically approved at least annually by a majority of the Independent TrusteesFund's Board of Directors, or by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of the relevant Portfolio(s), and, in either case, a majority of the Directors who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement may be terminated by the Sub-Adviser in its entirety or with respect to any one or more specifically identified Portfolios at any time without penalty upon giving the Fund and the Adviser sixty (60) days' written notice (which notice may be waived by the Fund and the Adviser) and may be terminated by the Fund or the Adviser in its entirety or with respect to any one or more specifically identified Portfolios at any time without penalty upon giving the Sub-Adviser sixty (60) days' written notice (which notice may be waived by the Sub-Adviser), and (ii) provided that such termination by the Fund shall be directed or approved by the vote of a majority of that Fund’s outstanding voting securities, when required all of its Directors in office at the time or by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of the holders of a majority "majority" (as defined in the Act) of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, each Portfolio with respect which the Agreement is to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trustterminated. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its "assignment, or " (as defined in the Act). This Agreement will also automatically terminate in the event that the Investment Advisory Agreement by and between the Fund and ▇.▇. ▇▇▇▇▇▇▇ and Company is terminatedterminated for any reason.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each Fundthe Sub-Advisor upon the later of the date hereabove written and the date that the Sub-Advisor is registered with the SEC as an investment advisor under the Advisors Act, was initially approvedif the Sub-Advisor is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Fund unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that the Fund’s 's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇1940 Act. (b) Unless sooner terminated as provided herein, this Agreement ▇▇▇▇ ▇ontract shall continue in force and effect with respect to each Fund until the termination date set forth in Schedule A[June 30, and 2012]. Thereafter, if not terminated, this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ ' written notice to such the Sub-Adviser(s)Advisor; or (ii) by the Adviser Advisor on sixty days’ ' written notice to such the Sub-Adviser(s)Advisor; or (iii) by a the Sub-Adviser Advisor on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a the Sub-AdviserAdvisor, the Adviser Advisor shall assume the duties and responsibilities of such the Sub-Adviser Advisor unless and until the Adviser Advisor appoints another Sub-Adviser Advisor to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Boardbecome effective on July 15, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) 2018. Unless sooner terminated as provided herein, this Agreement shall continue in effect terminate at the close of business on December 12, 2018, 150 days from its effective date (the “Termination Date”). (b) Notwithstanding the foregoing, this Agreement may be terminated with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually Series: (i) by the parties’ entry into a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and new Sub-Advisory Agreement that replaces this Agreement; (ii) by the Board orManager at any time, with respect upon sixty (60) days’ written notice to the Sub-Adviser and the Fund; (iii) at any given time without payment of any penalty by the Fund, by vote the Fund’s Board of Trustees or a majority of the outstanding voting securities of that Fund. the Series, upon sixty (c60) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser Manager and the Trust. Should this Agreement be terminated with respect Sub-Adviser; (iv) by the Sub-Adviser upon three (3) months’ written notice unless the Fund or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until shall allow the Adviser appoints another additional time requested by the Fund or Manager; (v) by the Sub-Adviser at any time without penalty, effective upon written notice to perform such duties the Manager and responsibilities. Termination the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Fund as required by the terms of this Agreement; provided, however, that, nothing in this paragraph shall be read to extend the term of this Agreement with respect beyond the Termination Date. In the event of termination for any reason, all records of the Series for which the Agreement is terminated shall promptly be returned to one the Manager or more Fund(s) the Fund, free from any claim or retention of rights in such record by the Sub-Adviser(s) shall not affect Adviser, although the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the Agreement was in effect, Section 6.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, Agreement shall become effective on the dates set forth in date first indicated above, subject to the attached Schedule A; provided condition that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the TrustFund’s Board, including a majority of the Independent Trustees, cast those Directors who are not interested persons (as such term is defined in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) of the Manager or the Sub-Adviser, and the shareholders of each Series, shall have approved this Agreement. Unless sooner terminated as provided herein, this Agreement shall continue remain in full force and effect with respect to each Fund until through February 27, 2007, 150 days from its effective date (the termination date set forth in Schedule A“Termination Date”). Notwithstanding the foregoing, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, this Agreement may be terminated with respect to any given Series covered by this Agreement: (a) by the parties’ entry into a new Sub-Advisory Agreement that replaces this Agreement, following approval of the shareholders of each of the Series covered by this Agreement, (b) by the Manager at any time, upon ten (10) calendar days’ written notice to the Sub-Adviser and the Fund, (c) at any time without payment of any penalty by the Fund, by vote of the Fund’s Board or a majority of the outstanding voting securities of that Fund. each Series, upon ten (c10) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty calendar days’ written notice to the Adviser Manager and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, or (d) by the Adviser shall assume the duties and responsibilities of such Sub-Adviser upon three (3) months’ written notice unless and until the Adviser appoints another Fund or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to perform such duties and responsibilities. Termination exceed three (3) additional months beyond the initial three-month notice period, provided however, in no event shall the effective date of the termination of this Agreement exceed the Termination Date; also provided, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Manager and the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund or with respect to one the Series, or more Fund(s) in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser(s) shall Adviser does not affect receive compensation for its services from the continued effectiveness Manager or the Fund as required by the terms of this Agreement. In the event of termination for any reason, all records of each Series for which the Agreement with respect is terminated shall promptly be returned to the Manager or the Fund, free from any remaining Fund(s) claim or retention of rights in such record by the Sub-Adviser(s). (d) Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. (a) This AgreementAgreement shall go into effect for The AAL High Yield Bond Fund on July 1, 2000, or as soon thereafter as it is approved by shareholders of that Fund, and shall, unless terminated as hereinafter provided, continue in effect thereafter from year to year, but only so long as such continuance is specifically approved at least annually by a majority of the Fund's Board of Trustees, or by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of the Fund, with respect to each the High Yield Bond Fund, was initially approvedand, and is effectivein either case, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority Trustees who are not parties to this Agreement or "interested persons" (as defined in the Act) of the Independent Trustees, any such party cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement may be terminated by the Sub-Adviser at any time without penalty upon giving the Fund and the Adviser sixty (60) days' written notice (which notice may be waived by the Fund and Adviser) and may be terminated by the Fund or the Adviser at any time without penalty upon giving the Sub-Adviser sixty (60) days' written notice (which notice may be waived by the Sub-Adviser), and (ii) provided that such termination by the Fund shall be directed or approved by the vote of a majority of that Fund’s outstanding voting securities, when required all of the Trustees in office at the time or by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until vote of the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote holders of a majority (as defined in the Act) of the Independent Trustees, cast in person at a meeting called for voting securities of the purpose of voting on such approval, and (ii) by the Board orFund, with respect to any given The AAL High Yield Bond Fund, or with respect to any other series of the Fund covered by this Agreement, by the vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities shares of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trustseries. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its "assignment, or " (as defined in the Act). This Agreement will also terminate in the event that the Investment Advisory Agreement is terminated. Furthermore, the Fund and the Adviser understand and agree that Pacific Investment Management Company LLC was indirectly acquired by Allianz AG on May 5, 2000.

Duration and Termination. a. This Agreement shall become effective on the date first indicated above, subject to the condition that the Trust's Board, including a majority of those Trustees who are not interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Adviser or the Sub-Adviser, and the Holders of Interests in the Trust, shall have approved this Agreement in the manner required by the 1940 Act. Unless terminated as provided herein, this Agreement shall remain in full force and effect through and including February 7, 2007 and shall continue in full force and affect indefinitely thereafter, but only so long as such continuance is specifically approved at least annually by (a) This Agreementthe Board, with respect to each Fund, was initially approved, and is effective, on or by the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Trust’s Board, including and (b) the vote of a majority of those Trustees who are not interested persons (as such term is defined in the Independent Trustees, ▇▇▇▇ ▇▇▇) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. b. Notwithstanding the foregoing, and this Agreement may be terminated: (iia) by vote the Adviser at any time without payment of a majority of that Fund’s outstanding voting securitiesany penalty, when required by upon 60 days' prior written notice to the ▇▇▇▇ ▇▇▇. Sub-Adviser and the Trust; (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote any time without payment of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) any penalty by the Board or, with respect to any given FundTrust, by vote of the Trust's Board or a majority of the outstanding voting securities of that Fund. the Trust, upon 60 days' prior written notice to the Adviser and the Sub-Adviser, or (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ upon 3 months' prior written notice unless the Trust or the Adviser requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Trust or Adviser not to exceed 3 additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Adviser and the Trust. Should this Agreement , in the event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be terminated registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with respect the Trust. c. In the event of termination for any reason, all records of the Trust shall promptly be returned to a the Adviser or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, although the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless may, at its own expense, make and until the Adviser appoints another Sub-Adviser to perform retain a copy of such duties and responsibilitiesrecords. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its assignment, or assignment (as such term is described in the 1940 Act). In the event the Advisory this Agreement is terminatedterminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 11, 12, and 13 of this Agreement shall remain in effect, as well as any applicable provision of this Section 14 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.

Duration and Termination. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take go into effect unless it has for The AAL Capital Growth Fund, The AAL Income Fund, The AAL Municipal Bond Fund, and The AAL Money Market Fund on the first been approved (i) business day following approval by a vote of a "majority" (as defined in the Act) of the outstanding voting securities of the Fund, replacing any prior agreement; and for additional funds initiated after the date of this Agreement, on such date as specified on Schedule A hereto; and shall, unless terminated as hereinafter provided, continue in effect thereafter from year to year, but only so long as such continuance is specifically approved at least annually by a majority of the Trust’s Board's Board of Trustees, including or by the vote of the holders of a "majority" (as defined int he Act) of the outstanding voting securities of the Fund, and, in either case, a majority of the Independent Trustees, Trustees who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement may be terminated by the Adviser at any time without penalty upon giving the Trust sixty (60) days' written notice (which notice may be waived by the Trust) and may be terminated by the Trust at any time without penalty upon giving the Adviser sixty (60) days' written notice (which notice may be waived by the Adviser), and (ii) provided that such termination by the Trust shall be directed or approved by the vote of a majority of that Fund’s outstanding voting securities, when required all of its Trustees in office at the time or by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote holders of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, Trust or with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without Fund by the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities shares of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the TrustFund. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (d) This Agreement shall automatically terminate in the event of its "assignment, or " (as defined in the event Act). (c) The Trust hereby agrees that if (i) the Advisory Agreement is terminatedAdviser ceases to act as investment adviser to the Trust and (ii) continued use of the Trust's present name would create confusion in the context of the Adviser's business or that of Aid Association for Lutherans or its affiliates, the Trust will use its best efforts to change its name in order to delete the abbreviation "AAL" from its name.

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 10 hereof or until terminated as follows: (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that The Trust may cause this Agreement shall not take effect unless it has first been approved to terminate either (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and Board or (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by upon the affirmative vote of a majority of the outstanding voting securities of that the Fund.; or (b) The Sub-Adviser may terminate this Agreement upon sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Trust and the Adviser; or (c) Notwithstanding This Agreement automatically shall terminate two years from the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated date of the Agreement’s execution unless the Agreement’s renewal specifically is approved at any time, without the payment of any penalty, least annually thereafter by (i) by a majority vote of the Board Trustees, including a majority vote of said Trustees who are not “interested persons” as that term is defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of the Trust, the Adviser or by a the Sub-Adviser, at an in-person meeting called for the purpose of voting on said approval; or (ii) the vote of a majority of the outstanding voting securities of such Fund(s) on sixty daysthe Fund; provided, however, that, if the continuance of this Agreement is submitted to the shareholders of the Fund for the shareholders’ written notice approval and said shareholders fail to such Sub-Adviser(s); or (ii) by approve said continuance of this Agreement as provided herein, the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice may continue to serve hereunder as to the Adviser Fund in a manner consistent with the 1940 Act and the Trust. Should rules and regulations thereunder; and (d) Termination of this Agreement pursuant to this Section shall be terminated with respect to a without payment of any penalty. In the event of termination of this Agreement for any reason, the Sub-Adviser, immediately upon notice of termination or on such later date as may be specified in said notice, shall cease all activity on behalf of the Adviser shall assume the duties Fund and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or of the Fund’s assets, except as otherwise required by any fiduciary duties of the Sub-Adviser(s). (d) This Agreement Adviser under applicable law. In addition, the Sub-Adviser shall automatically terminate deliver the Fund Books and Records to the Trust and the Adviser by such means and in accordance with such schedule as the Trust or the Adviser shall direct, and otherwise shall cooperate, as reasonably directed by the Trust or the Adviser, in the event transition of its assignment, portfolio asset management with respect to the Fund Account to the Adviser or in to any successor of the event the Advisory Agreement is terminatedSub-Adviser.

Duration and Termination. (a) This AgreementAgreement is effective as of the date first written above, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a the vote of a majority of the Trust’s Board, including a majority those Trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any 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 the Fund’s 's outstanding voting securities (within the meaning of the 1940 Act), unless the Adviser has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Fund's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination for two years from its date set forth in Schedule Aof execution. Thereafter, and if not terminated, this Agreement shall continue in effect from year to year thereafter automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a the vote of a majority of those Trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by either the vote of (A) the Board or, with respect to any given Fund, by vote of or (B) a majority of the outstanding voting securities of the Fund (within the meaning of the 1940 Act); provided further, that Fundif the shareholders fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and the 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. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of a majority of the Board or by a vote of a majority of the outstanding voting securities of such Fund(sthe Fund. This Agreement may also be terminated, without the payment of any penalty, by the Adviser: (i) on sixty days’ upon 60 days written notice to such the Sub-Adviser(s)Adviser; or (ii) immediately upon material breach by the Adviser on sixty days’ written notice to such Sub-Adviser(s)Adviser of any of the representations, warranties and agreements set forth in this Agreement; or (iii) by a immediately if, in the reasonable judgment of Adviser, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including without limitation, circumstances such as financial insolvency of the Sub-Adviser. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on sixty days’ 60 days written notice to the Adviser and the Trust. Should This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)Fund. (d) This Agreement shall automatically terminate in In the event of its assignmenttermination for any reason, all records of the Fund that are maintained by the Sub-Adviser in accordance with the 1940 Act and Section 14 of this Agreement shall promptly be returned to the Adviser or the Trust, free from any claim or retention of rights in such records by the event Sub-Adviser, although the Advisory Agreement is terminatedSub-Adviser will retain a worldwide, irrevocable, non-exclusive license to use such records with respect to the Managed Portion.

Duration and Termination. (a) This Agreement, Agreement shall become effective with respect to each Fundthe Fund on September 5, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A2007, and shall continue remain in effect full force until September 30, 2007 and from year to year thereafter provided that thereafter, but only as long as such continuance is specifically approved at least annually and in the manner required by the 1940 Act. The 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 any applicable SEC exemptive order therefrom. (ib) by a vote This Agreement shall automatically terminate in the event of a majority its assignment or in the event of the Independent Trusteestermination of the Advisory Agreement. In addition, cast the Adviser and the Sub-Adviser have the right to terminate this Agreement upon immediate notice if the Sub-Adviser becomes statutorily disqualified from performing its duties under this Agreement or otherwise is legally prohibited from operating as an investment adviser. (c) If a party breaches this Agreement in person any material respect which is not cured within sixty (60) days of the other party giving it written notice of such breach, the other party may effect termination of this Agreement on written notice to the defaulting party. (d) This Agreement may be terminated at a meeting called for any time, without the purpose payment by the Fund of voting on such approvalany penalty, and (ii) by the Board or, with respect to any given of Trustees of the Fund, or by vote of a majority of the outstanding voting securities of that the Fund. (c) Notwithstanding , or by the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) Adviser. The Fund may effect termination of this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote action of the Board of Trustees of the Fund or by a vote of a majority of the outstanding voting securities of such Fund(s) the Fund on sixty days’ written notice to such Sub-Adviser(s); or (ii60) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, . The Adviser may effect termination of this Agreement on sixty (60) days’ written notice to the Adviser shall assume the duties and responsibilities of such Sub-Adviser. (e) The Sub-Adviser unless and until may at any time, without payment of any penalty, terminate this Agreement upon ninety (90) days’ written notice to the Adviser. The Sub-Adviser appoints another may without payment of any penalty terminate this Agreement upon prior written notice, if the Sub-Adviser determines in its sole discretion that the services provided by the Sub-Adviser under this Agreement would cause the Sub-Adviser to perform such duties and responsibilities. register with or obtain any regulatory or official approvals or licenses other than licenses as provided for in Section 4(a) sentence 1 of this Agreement, which in the opinion of the Sub-Adviser may be unreasonably detrimental to the Sub-Adviser. (f) Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness right of this Agreement with respect to any remaining Fund(s) or the Sub-Adviser(s)Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

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) This Agreement, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that The Trust may cause this Agreement shall not take effect unless it has first been approved to terminate upon at least thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Adviser either (i) by vote of the Trust’s Board or (ii) with respect to a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser 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 Trust; or (c) This Agreement automatically shall terminate two years from the date of the Agreement’s Boardexecution unless the Agreement’s renewal specifically is approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of said Trustees who are not interested persons of the Independent TrusteesTrust or the Adviser, cast in person at a meeting called for the purpose of voting on such said approval, and ; or (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of that each Fund.; provided, however, that, if the continuance of this Agreement is submitted to the shareholders of a Fund for the shareholders’ approval and said shareholders fail to approve said continuance of this Agreement as provided herein, the 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 (cd) Notwithstanding Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the foregoingevent of termination of this Agreement for any reason, the Adviser, immediately upon notice of termination or on such later date as may be specified in said notice, shall cease all activity on behalf of each of the Funds and with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or Fund’s assets, except as otherwise required by a vote of a majority any fiduciary duties of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trustunder applicable law. Should this Agreement be terminated with respect to a Sub-AdviserIn addition, the Adviser shall assume deliver the duties Fund Books and responsibilities Records to the Trust by such means and in accordance with such schedule as the Trust shall direct, and otherwise shall cooperate, as reasonably directed by the Trust, in the transition of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect portfolio asset management to any remaining Fund(s) or Sub-Adviser(s)successor of the Adviser. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. This Agreement shall become effective with respect to the Initial Fund on the later of (ai) This Agreementthe date on which the Registration Statement with respect to its shares under the Securities Act of 1933, as amended, is first declared effective by the SEC or (ii) the date on which such Initial Fund commences operations or offering its shares to the public, and, with respect to each any additional Fund, was initially approved, and is effective, on the dates set forth date of receipt by the Trust of notice from the Advisor in accordance with Section 1 of this Agreement that the attached Schedule A; Advisor is willing to serve as investment advisor with respect to such Fund. Unless terminated as provided that in this Section 7, this Agreement shall not take remain in full force and effect unless it has first been with respect to the Initial Fund until the date which is two years after the effective date of this Agreement, and with respect to each additional Fund, for two years from the date on which this Agreement becomes effective for such Fund. Thereafter, this Agreement will continue with respect to each Fund from year to year, or for such longer terms as may be approved by the Board (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent TrusteesTrustees who are not "interested persons" of the Advisor, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required as defined by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated and as provided hereinmay be permitted by the 1940 Act, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that but only so long as such continuance continuation is specifically approved at least annually as often as required by the 1940 Act, as it may be amended from time to time. So long as the 1940 Act requires these provisions respectively: (i) this Agreement may be terminated with respect to any Fund at any time without penalty upon giving the Advisor sixty days' written notice and payment of any unpaid compensation to the Advisor with respect to such Fund described in Section 6 above, earned prior to such termination, provided that such termination with respect to any Fund shall be directed or approved by a the vote of a majority of the Independent Trustees, cast Trustees of the Trust in person office at a meeting called for the purpose of voting on such approval, and (ii) time or by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote holders of a majority "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of such Fund(s) on sixty days’ written notice Fund at the time outstanding and entitled to such Sub-Adviser(s)vote; or (ii) by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement shall terminate automatically in the event of its assignment (as "assignment" is defined in the 1940 Act). This Agreement may be terminated with respect to a Sub-Adviser, one or more Funds without affecting the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination validity of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)other Funds operating hereunder. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This Agreement, Agreement will become effective with respect to each Fundthe Summit High Yield Fund as of the date first written above (or, was initially approved, and if a particular Fund is effectivenot in existence on that date, on the dates set forth in date a registration statement relating to that Fund becomes effective with the attached Schedule A; Commission), provided that this Agreement it shall not take effect unless it has first have been approved (i) by a vote of a majority of the Trust’s Boardoutstanding voting securities of such Fund, including in accordance with the requirements under the 1940 Act, and, unless sooner terminated as provided herein, shall continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Independent TrusteesTrustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, Trustees or by the vote of a majority of the outstanding voting securities of that each Fund. (c) Notwithstanding the foregoing, . The required shareholder approval of this Agreement or of any continuance of this Agreement shall be effective with respect to any Fund(s) or any Sub-Adviser(s) Fund if a majority of the outstanding securities of that Fund votes to approve this Agreement or its continuance, notwithstanding that this Agreement or its continuance may be terminated at any time, without the payment of any penalty, (i) not have been approved by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s(a) on sixty days’ written notice to such Sub-Adviser(s); any other Fund affected by this Agreement or (iib) by all of the Funds. If the shareholders of any Fund fail to approve the continuance of this Agreement, the Investment Adviser on sixty days’ written notice will continue to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice to the Adviser and the Trust. Should this Agreement be terminated act as investment adviser with respect to such Fund pending the required approval of the continuance of the Agreement or of a Sub-Adviser, new contract with the Investment Adviser shall assume or a different investment adviser or other definitive action; provided that the duties and responsibilities compensation received by the Investment Adviser in respect of such Sub-Adviser unless Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and until management services to such Fund or the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of amount it would have received under this Agreement with in respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s)such Fund whichever is less. (d) This Agreement shall automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.

Duration and Termination. (a) This AgreementAgreement shall become effective 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 a Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it first has first been approved by (i) by a vote of a the majority of the Trust’s Board, including a majority those Trustees who are not parties to this Agreement or interested persons of the Independent Trusteessuch party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) a Fund’s initial shareholder. (b) If the shareholders of a Fund are required to approve a new agreement or any subsequent amendment to this Agreement, upon request of the Board, the Advisor will continue to serve or act in such capacity for the Fund for the period of time (not to exceed 150 days) pending receipt of the required shareholder 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 will be 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 continuously thereafter until terminated without the payment of any penalty as follows: (i) By vote of a majority of that Fund’s outstanding voting securitiesits Trustees, when required or by the ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to each Fund until the termination date set forth in Schedule A, and shall continue in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a affirmative vote of a majority of the Independent Trusteesoutstanding shares of a Fund, the Trust may at any time terminate this Agreement with respect to a Fund by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor at its principal offices; or (ii) With respect to a Fund, if (A) the Trustees or the shareholders of such Fund by the affirmative vote of a majority of the outstanding shares of the Fund, and (B) a majority of the Trustees who are not interested persons of the Trust or of the Advisor, 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 upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of a Fund for their approval and (ii) by such shareholders fail to approve such continuance of this Agreement as provided herein, the Board or, Advisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder with respect to any given the Fund, by vote of a majority of the outstanding voting securities of that Fund.; or (cd) Notwithstanding the foregoing, with respect to The Advisor may at any Fund(s) or any Sub-Adviser(s) time terminate this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty not less than 90 days’ written notice to such Sub-Adviser(s); delivered or (ii) mailed by the Adviser on sixty days’ written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ written notice registered mail, postage prepaid to the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any remaining Fund(s) or Sub-Adviser(s). (de) This Agreement shall automatically and immediately will terminate in the event of its assignment, or except to the extent that the Board authorizes the Advisor to continue to serve hereunder in a manner consistent with the event 1940 Act and the Advisory Agreement is terminatedrules and regulations thereunder with respect to the Fund.

Duration and Termination. (a) This Agreement, Contract shall become effective with respect to each FundSub-Adviser upon the later of the date hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, was initially approvedif a Sub-Adviser is not so registered as of the date hereabove written; provided, and is effectivehowever, on the dates set forth in the attached Schedule A; provided that this Agreement Contract shall not take effect with respect to the Trust unless it has first been approved (i) by a vote of a majority of the Trust’s Board, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund’s the Trust's outstanding voting securities, when required by the ▇▇▇▇ ▇▇▇1940 Act. (b) Unless sooner terminated as provided hereinher▇▇▇, this Agreement ▇▇▇s Contract shall continue in force and effect until two years after its effective date determined in 11(a). Thereafter, if not terminated, with respect to each Fund until the termination date set forth in Schedule AFund, and this Contract shall continue in effect from year automatically for successive periods not to year thereafter exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) the Trust or any Sub-Adviser(s) ), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) the Trust on sixty days’ ' written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days’ ' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days’ ' written notice to the Adviser and the Trust. Should this Agreement Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement Contract with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement Contract with respect to any remaining Fund(s) or Sub-Adviser(s). (d) . This Agreement shall Contract will automatically terminate in the event of its assignment, or in the event the Advisory Agreement is terminated.