Common use of EFFECTIVENESS, DURATION AND TERMINATION Clause in Contracts

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This With respect to the Fund, this Agreement shall become effective with respect to a Fund as of upon the date first written above; provided, provided that with respect to any Fund created after the initial date of this Agreement, this Agreement it shall not take effect as of the date specified in Appendix A to this Agreement following approval until approved by (i) by a vote majority of the Trust's Trustees, including a majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of such partythe Trust, and (ii) if to the extent required by under section 15(a) of the 1940 Act or applicable staff interpretations thereofAct, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that each Fund and (2) a majority of the Board who are not interested parties of the Trustto which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years twenty four months from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual twelve-month periods thereafter with respect to a Fund(computed from each anniversary date of approval) or for such shorter period as may be specified by the Board in giving its approval as provided below; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust); provided further, however, that if this Agreement or the continuation of this Agreement is not approved as to a Fundapproved, the Sub-Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or such shorter period referred to above) if given within a period beginning not more than sixty (60) days prior to such anniversary, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by Quadra, upon approval of the Board Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund on 60 30 days’ ' written notice to the Adviser; Sub-Adviser or (ii) by the Sub-Adviser on 60 90 days’ ' written notice to the Trust; provided however that , with copies to each of the Board Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may terminate this Agreement without prior written notice where specify to Sub-Adviser and to legal counsel to the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesTrust. This Agreement agreement shall terminate automatically and immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as on the later of (i) the date first above written above; provided, that with respect or (ii) the date on which the Trust's Registration Statement relating to any Shares of the Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a FundFund until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (x) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (y) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on 60 such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on sixty (60) days’ ' written notice to the Adviser; Forum or (ii) by the Adviser Forum on 60 sixty (60) days’ ' written notice to the Trust; provided however that . (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of Forum's membership in the NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from Forum to do so, Forum may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Agreement Sections 5(d), 6(d), 8, 9 and 10 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustabove written. (b) This Agreement shall remain in if effect with respect to a Fund for a period of two three (3) years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundtwelve-month periods; provided that such continuance is specifically approved at least annually: (i) annually by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) and by a majority of the Trust’s trustees Directors who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderparty. (c) This Agreement may be terminated with respect to a Fund at any time, without In the payment of any penalty: (i) by the Board or by a vote event of a majority material breach of this Agreement by either party, the non-breaching part shall notify the breaching party in writing of such breach and upon receipt of such notice, the breaching party shall by 45 days to remedy the breach. If said breach is not remedied to the reasonable satisfaction of the outstanding voting securities of non-breaching party, the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board non-breaching party may thereafter terminate this Agreement immediately. If after such termination for so long as GFS, with the written consent of the Corporation, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without prior written notice where limitation, the Board reasonably determines that provisions dealing with the Adviser can indemnification, shall continue in full force and effect. Compensation due GFS and unpaid by the Corporation upon such termination shall be immediately due and payable upon, and notwithstanding, such termination. (d) If at any time during the initial or any subsequent term of this Agreement, GFS is replaced as administrator and fund accountant for any reason other than for a material breach of this Agreement which GFS does not cure within a reasonable time, or is the Funds are merged into or sells all (or substantially all) of its assets to another fund or family of funds for which GFS does not expected to render reasonable quality of services. This Agreement shall terminate serve as transfer agent, then the Funds shall, immediately upon demand byGFS , make a one time cash payment equal to the net present value of the revenues GFS would have earned during the remainder of the initial or subsequent term of the Agreement, as the case may be, at the fee rate in effect at the time of such event (including any applicable minimum). For purposes of this paragraph, the asset figures used to calculate the fee due GFS hereunder shall be the highest monthly average assets of the Funds at any time during the 12 months immediately preceding the termination of GFS (or the merger or sale of assets) of the Funds. If the Corporation terminates this Agreement GFS shall be entitled to collect from the Corporation, in addition to the compensation described under Section 11 hereof, the amount of all of GFS’s reasonable cash disbursements for services in connection with GFS’s activities in effecting such termination, including without limitation, the delivery to the Corporation and/or its assignmentdesignees of the Corporation’s property, records, instruments and documents, or any copies thereof. Subsequent to such termination, for a reasonable fee, GFS will provide the Corporation with reasonable access to all Corporation documents or records, if any, remaining in its possession. Should the Corporation exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Corporation. Additionally, GFS reserves the right to charge for any other reasonable costs and expenses associated with such termination. (e) The obligations of Sections 3, 5 and 10 shall survive any termination of this Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Trust if the Board of Trustees, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the1940 Act, find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an Investment Adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Adviser shall have the opportunity, within ten (10) days of receipt of a written notice, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as on the later of (i) the date first above written above; provided, that with respect or (ii) the date on which the Trust's Registration Statement relating to any Shares of the Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a FundFund until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (x) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (y) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on 60 such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on sixty (60) days’ ' written notice to the Adviser; Forum or (ii) by the Adviser Forum on 60 sixty (60) days’ ' written notice to the Trust; provided however that . The duties and obligations of Forum and the Board Adviser to each other may be terminated by either party at any time with respect to a Fund, without the payment of any penalty on sixty (60) days' written notice to the other party. (d) This Agreement shall automatically terminate upon its assignment and upon the termination of Forum's membership in the NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from Forum to do so, Forum may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. Sections 5(e), 6(d), 7(c), 9, 10 and 11 shall survive any termination of this Agreement. (g) This Agreement and the rights and duties under this Agreement otherwise shall terminate immediately upon not be assignable by any party except by the specific written consent of the other parties; provided, that Forum may assign its assignmentrights to payments hereunder at any time, with prior notice to the Adviser. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; providedeach series or class listed in Appendix A on August 11, that with respect to any Fund created after the initial date 1998. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of the date specified in Appendix A may have been deemed to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties relate to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain continue in effect with respect to a Fund Series Trust for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a Fundthe Series until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund Trust and (ii) by a vote of a majority of Trustees of the Trust (I) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (II) with respect to each Class of a Series for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the Class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Series, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Series or, with respect to each Class for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that . (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor's membership in the NASD. (e) If the Trust does not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall terminate immediately upon its assignmentsurvive any termination of this Agreement with respect to a Series or Class thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as of the date first written above; providedspecifically and individually indicated on Appendix A to this Agreement, that with respect as may be amended from time to any Fund created after the initial date time. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of the date specified in Appendix A may have been deemed to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties relate to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that each Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain continue in effect with respect to a each Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a Fundthe series until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the a vote of a majority of the outstanding voting securities of the each Fund, and, in either case; and (ii) by a vote of a majority of members of the Trust’s trustees Board (each a "Director" and together the "Directors") of each Fund (I) who are not parties to this Agreement or interested persons of any such party (other than as trustees Directors of the Trust); provided furtherFunds) and (II) with respect to each Class of each Fund for which there is an effective Plan, however, that if the continuation of this Agreement is who do not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein have any direct or indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the 1940 Act and Plan, cast in person at a meeting called for the rules and regulations thereunderpurpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund at any timeFund, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of a Fund or, with respect to each Class for which there is an effective Plan, a majority of Directors of a Fund who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Fund Plan, on 60 days’ ' written notice to the AdviserDistributor; or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that Funds. (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor's membership in FINRA. (e) If a Fund does not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall terminate immediately upon its assignmentsurvive any termination of this Agreement with respect to each Fund or Class thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a vote of a majority of the outstanding voting securities of that Fund and (2) a vote of a majority of those trustees of the Board Trust who are not parties to this Agreement or interested parties persons of the Trustsuch party. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, ; provided however, that with respect to any Fund created after the date initial date of this Agreement first written above, the this Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s 's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Trust if the Board, in its reasonable discretion and having due regard to the protection of investors, find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an Investment Adviser, as defined in the Investment Advisers Act of 1940, as amended (the "Advisers Act"). (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ ' written notice to the Adviser; or (ii) by the Adviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Portfolio immediately upon the later of approval by a Fund as majority of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those Trust's trustees of the Trust who are not parties to this Agreement or interested persons of any such partyparty (other than as trustees of the Trust) and, and (ii) if required by the 1940 Act or applicable staff interpretations thereoflaw, by a vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustPortfolio. (b) This Agreement shall remain in effect with respect to a Fund the Portfolio for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual twelve-month periods thereafter (computed from each anniversary date of the approval) with respect to a Fundthe Portfolio; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the FundPortfolio, and, in either case; , (ii) by a majority of the Trust’s 's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if this Agreement or the continuation of this Agreement is not approved as to a FundPortfolio, the Adviser Subadviser may continue to render to that Fund Portfolio the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or by a vote of a majority of the outstanding voting securities interests of the Fund a Portfolio on 60 days’ ' written notice to the AdviserSubadviser; or (ii) by the Adviser on 60 days’ ' written notice to the Subadvisor; or (iii) by the Subadviser on 60 days' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of the date first written abovehereof; provided, that and shall terminate 150 days after such effective date with respect to any the Fund created after unless it has been approved by a majority of the initial Fund’s shareholders prior to such termination date of this Agreement(such period preceding such termination or Fund shareholder approval, the “Interim Period”). If so approved, then unless sooner terminated with respect to the Fund as provided herein, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain continue in effect with respect to a the Fund for a period of two years from until the date of its effectivenesssecond anniversary hereof. Thereafter, provided howeverif not terminated, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter of 12 months with respect to a the Fund; , provided that such continuance is specifically approved at least annually: annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by the vote of a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, howevercast in person at a meeting called for the purpose of voting on such approval. (b) During the Interim Period, that if the continuation compensation earned under this Agreement will be held in an interest-bearing escrow account with the Fund's custodian or a bank. If a majority of the Fund's outstanding voting securities approve this Agreement with respect to the Fund by the end of the 150-day period following the effective date of this Agreement is not approved as to a FundAgreement, the Adviser may continue amount in such escrow account (including interest earned) will be paid to render the Sub-advisor. If a majority of the Fund’s outstanding voting securities do not approve this Agreement during such 150-day period, the Sub-advisor will be paid, out of the escrow account, the lesser of (i) any costs incurred by the Sub-advisor in performing its duties pursuant to this Agreement with respect to the Fund during the Interim Period (plus interest earned on that Fund amount while in escrow), and (ii) the services described herein total amount in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderescrow account (plus interest earned). (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, (ii) by a vote of a majority of the outstanding voting securities of the Fund Fund, (iii) by the Advisor on 60 days’ written notice to the Adviser; Sub-advisor, or (iiiv) by the Adviser Sub-advisor on 60 days’ written notice to the Trust; provided however provided, however, that during the Interim Period the Trust’s Board of Trustees or a majority of the outstanding voting securities of the Fund may terminate this Agreement at any time, without prior the payment of any penalty, on ten days’ written notice where to the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesSub-advisor. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; providedEffective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as or with respect to any one or more of the date specified in Appendix A Services covered by APPENDIX B, as applicable, provided to this Agreement following approval (i) by a vote any one or more of the majority of those trustees of the Trust who are not parties Funds, until terminated as to this Agreement a Fund or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Service provided to a Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain may be terminated (A) in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that entirety or (B) with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to (a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust"PARTIAL TERMINATION"); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: : (i) with or without cause, at any time, by either party on the Board or by date specified in a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviserother party provided not less than 120 days prior to the termination date specified in the notice; PROVIDED that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHER, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and (ii) for cause at any time by the Adviser non-breaching party on 60 days’ immediate written notice thereof to the Trustother party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(A); PROVIDED, HOWEVER, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within 30 days of receipt of the relevant Breach Notice. (c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided however that to any Fund, Atlantic shall promptly transfer to any successor service providers the Board may original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement without prior written notice where the Board reasonably determines that the Adviser can not pursuant to clause (ii) of subsection (b) above or is not expected if Atlantic terminates this Agreement pursuant to render reasonable quality clause (i) of services. This Agreement subsection (b) above. (d) The provisions of SECTIONS 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This With respect to the Funds, this Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after immediately upon approval by (1) a majority of the outstanding voting securities of that Fund and (2) Trust's Trustees, including a majority of the Board Trustees who are not interested parties persons of the Trust. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years twenty four months from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual twelve-month periods thereafter with respect to a Fund(computed from each anniversary date of approval) or for such shorter period as may be specified by the Board in giving its approval as provided below; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the FundFunds, and, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust); provided further, however, that if this Agreement or the continuation of this Agreement is not approved as to a Fundapproved, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or such shorter period referred to above) if given within a period beginning not more than sixty (60) days prior to such anniversary, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund Funds on 60 30 days’ ' written notice to the Adviser; Adviser or (ii) by the Adviser on 60 90 days’ ' written notice to the Trust; provided however that , with copies to each of the Board Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may terminate this Agreement without prior written notice where the Board reasonably determines that specify to the Adviser can not or is not expected and to render reasonable quality of serviceslegal counsel to the Trust. This Agreement agreement shall terminate automatically and immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect effective, if at all, on the day immediately following the automatic termination of the Subadvisory Agreement executed as of June 7, 2001, by and between AEFC and Subadvisor due to a Fund change of control resulting from the sale of a majority equity interest in Subadvisor to Affiliated Managers Group, Inc. (b) Unless sooner terminated as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreementprovided herein, this Agreement shall take continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the date specified in Appendix A to 1940 Act. Thereafter, if not terminated, this Agreement following approval shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of the a majority of those trustees of the Trust Fund's directors who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required by the 1940 Act Fund's Board of Directors or applicable staff interpretations thereof, by a vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Notwithstanding the foregoing, this Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) , by the Fund's Board of Directors or by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ ▇▇▇▇' written notice to Subadvisor. This Agreement may also be terminated, without the Adviserpayment of any penalty, by Advisor (i) upon 60 days' written notice to Subadvisor; (ii) upon material breach by Subadvisor of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iiiii) by immediately if, in the Adviser on 60 days’ written notice reasonable judgment of Advisor, Subadvisor becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the Trust; provided however insolvency of Subadvisor or other circumstances that could adversely affect the Board Fund. Subadvisor may terminate this Agreement at any time, without prior payment of any penalty, on 60 days' written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesAdvisor. This Agreement shall terminate immediately automatically in the event of its assignment (as defined in the 1940 Act) or upon its assignmentthe terminat▇▇▇ ▇▇ ▇he Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; providedEffective Date. This Agreement shall have a term beginning on the Effective Date and ending on December 31, that 2012. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as or with respect to any one or more of the date specified in Services covered by Appendix A B, as applicable, provided to this Agreement following approval (i) by a vote any one or more of the majority of those trustees of the Trust who are not parties Funds, until terminated as to this Agreement a Fund or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Service provided to a Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain may be terminated (A) in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that entirety or (B) with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter or with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board any one or by the vote of a majority more of the outstanding voting securities Services covered by Appendix B, as applicable, provided to any one or more of the Fund, and, in either case; Funds (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust“Partial Termination”); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: : (i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice; provided that in the event the Administrator gives notice of a Partial Termination, the Subadministrator shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from the Subadministrator shall be deemed to have been given as of the date of the original notice from the Administrator and with the same effective date as that set forth in such notice from the Administrator); provided further, that in the event the Subadministrator gives notice of termination or of a Partial Termination, the Administrator may delay the termination or Partial Termination for up to sixty (60) days upon written notice to the Subadministrator and a finding by the Board or by a vote that doing so is in the best interest of a majority shareholders of the outstanding voting securities of affected Fund or Funds; and (ii) for cause at any time by the Fund non-breaching party on 60 at least sixty (60) days’ written notice thereof to the Adviserother party, if the other party has materially breached any of its obligations hereunder including, with respect to the Subadministrator, the failure by the Subadministrator to act consistently with the Standard of Care set forth in Section 3(a); or provided, however, that (i) the termination notice shall describe the breach, and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, the Subadministrator shall promptly transfer to any successor service providers the original or copies of all books and records maintained by the Adviser Subadministrator under this Agreement including, in the case of records maintained on 60 dayscomputer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers’ written notice responsibilities. Should the Subadministrator exercise its right to terminate this Agreement, the Administrator shall reimburse the Subadministrator for the Subadministrator’s reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor’s responsibilities (“termination costs”); provided, however, that, notwithstanding anything herein to the Trust; provided however that contrary, the Board may terminate Administrator shall have no obligation to reimburse the Subadministrator for its costs if the Administrator terminates this Agreement without prior written notice where pursuant to clause (ii) of subsection (c) above or if the Board reasonably determines that the Adviser can not or is not expected Subadministrator terminates this Agreement pursuant to render reasonable quality clause (i) of services. This Agreement subsection (c) above. (e) The provisions of Sections 3, 4, 5, 6, 7 and 8 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund immediately upon the later of approval by a Fund as majority of the date first written above; providedTrust's Trustees, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as including a majority of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of any such partyparty (other than as trustees of the Trust), and (ii) and, if required by the 1940 Act or applicable staff interpretations thereoflaw, by a vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFund. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund Fund, in each case on 60 days’ ' written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesSubadviser. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement. (d) This Agreement may be terminated, without the payment of any penalty, by the Adviser or the Subadviser upon 60 days' written notice to the Fund and the Adviser or Subadviser, as applicable, upon the occurrence of any of the following events: (i) the Adviser or Subadviser shall go into liquidation or if a receiver of any of its assets is appointed; (ii) the Adviser, the Subadviser or the Fund shall commit any material breach of the terms or conditions of this Agreement, which is not cured within 10 days of written notice of the nature of the breach; (iii) material damage is occurring to the reputation or goodwill of the Subadviser by reason of its continued performance hereunder; (iv) the Adviser, the Subadviser or the Trust is subject to an action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign which would, in the reasonable belief of the Adviser or the Subadviser, materially impair the ability of the Adviser or the Subadviser to act as investment adviser or investment subadviser to the Fund or the ability of the Adviser or the Subadviser to perform under this Agreement; (v) the occurrence of any event that would disqualify the Adviser or the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; or

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following the approval (i) by a vote of the a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (iiiii) if required by the 1940 Act or applicable staff interpretations thereofAct, by vote of a majority of that the Fund's ’s outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that Subadviser or (ii) by the Board may terminate this Agreement without prior Subadviser on 60 days’ written notice where to the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesTrust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following the approval (i) by a vote of the a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (iiiii) if required by the 1940 Act or applicable staff interpretations thereofAct, by vote of a majority of that the Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the "Advisers Act"); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or, with respect to a Fund, (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following the approval (i) by a vote of the a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereofAct, by vote of a majority of that the Fund's ’s outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, effectiveness provided however, that with respect to any Fund created after the date initial date of this Agreement first written above, the this Agreement shall remain in effect for an initial period of two years, and in either ether event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided furtherprovided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderor other applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without the payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment. (e) This Agreement may be terminated with respect to a Fund by the Investment Manager, at any time, without the payment of any penalty, in the Investment Manager’s discretion and having due regard to the protection of investors, on 30 days’ written notice to the Adviser and the Board, if the Investment Manager finds that the Adviser has failed in a material way to comply with the terms and conditions of the Exemptive Order.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Amended and Restated Agreement shall become effective with respect to a Fund as of the date first written above; providedAugust 1, that with respect to any Fund created 2018 after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees Trustees of the Trust who are not parties to this Agreement or interested persons of such partyparty (other than as Trustees of the Trust) cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 Act or applicable SEC staff interpretations thereof, by vote of a majority of that the Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority securities of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years one year from the effective date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, it was amended and in either event restated and shall continue in effect for successive annual periods thereafter with respect to a Fundthereafter; provided provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust)) by votes cast in person at a meeting called for the purpose of voting on such approval; provided furtherprovided, however, that if the continuation of this Agreement is not approved as to a Fundapproved, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderapplicable law. (c) This Agreement may be terminated with respect immediately by the Trust if the Board, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Advisers Act; provided that the Adviser shall have the opportunity, within ten days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may also be terminated at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 sixty days’ written notice to the Adviser; or (ii) by the Adviser on 60 sixty days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the date hereof and, with respect to a each new Fund as of the date first written above; provided, that with respect or Class referred to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that dateSection 12, on the date specified in on which the amendment to Appendix A to this Agreement Trust's Registration Statement relating to the Shares of such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustor Class becomes effective. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years from the date of its effectivenessTrust until May 1, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years2003, and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a Funduntil terminated; provided provided, that such continuance is specifically approved at least annually: annually (i) by the Board or by the a vote of a majority of the outstanding voting securities of the Fund, and, in either case; Fund and (ii) by a vote of a majority of trustees of the Trust’s trustees Trust (x) who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further) and (y) with respect to each Class of a Fund for which there is an effective Plan, however, that if the continuation of this Agreement is who do not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein have any direct or indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the 1940 Act and Plan, cast in person at a meeting called for the rules and regulations thereunderpurpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund at any timeFund, without the payment of any penalty: , (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each Class of a Fund for which there is an effective Plan, a majority of trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 sixty (60) days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 sixty (60) days’ ' written notice to the Trust; provided however that . (e) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor's membership in the NASD. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. (f) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (g) The obligations of services. This Agreement Sections 5(d), 6(d), 8, 9 and 10 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as each series or class listed in Appendix A on the later of (i) ______, 2000 or (ii) the date on which the Fund's Registration Statement relating to Shares of the date first written above; provided, that with respect to any Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain continue in effect with respect to a Series Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a Fundthe Series until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Directors of the Fund (I) who are not parties to this Agreement or interested persons of any such party (other than as Directors of the Fund) and (II) with respect to each Class of a Series for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the Class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Series, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Series or, with respect to each Class for which there is an effective Plan, a majority of Directors of the Fund who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that Fund. (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor's membership in the NASD. (e) If the Fund does not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 shall survive any termination of this Agreement with respect to a Series or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following the approval (i) by a vote of the a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (iiiii) if required by the 1940 Act or applicable staff interpretations thereofAct, by vote of a majority of that the Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the "Advisers Act"); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after above upon the initial date approval of this Agreement, this Agreement shall take effect as by a majority of the date specified Board, including a majority of the Trust's Trustees who are not interested persons (as defined in Appendix A to this Agreement following approval (ithe ▇▇▇▇ ▇▇▇) and approved by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of the Fund, provided that Fund the Advisory Agreement between the Trust and (2) the Adviser has also been so approved by a vote of a majority of the Board who are not interested parties outstanding voting securities of the TrustFund. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Adviser shall have the opportunity, within ten (10) days of receipt of a written notice, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as of the date first written above; providedspecifically and individually indicated on Appendix A to this Agreement, that with respect as may be amended from time to any Fund created after the initial date time. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of the date specified in Appendix A may have been deemed to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties relate to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that each Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain continue in effect with respect to a each Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a Fundthe series until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the a vote of a majority of the outstanding voting securities of the each Fund, and, in either case; and (ii) by a vote of a majority of members of the Trust’s trustees Board (each a “Director” and together the “Directors”) of each Fund (I) who are not parties to this Agreement or interested persons of any such party (other than as trustees Directors of the Trust); provided furtherFunds) and (II) with respect to each Class of each Fund for which there is an effective Plan, however, that if the continuation of this Agreement is who do not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein have any direct or indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the 1940 Act and Plan, cast in person at a meeting called for the rules and regulations thereunderpurpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund at any timeFund, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of a Fund or, with respect to each Class for which there is an effective Plan, a majority of Directors of a Fund who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Fund Plan, on 60 days’ ' written notice to the AdviserDistributor; or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that Funds. (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor’s membership in FINRA. (e) If a Fund does not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall terminate immediately upon its assignmentsurvive any termination of this Agreement with respect to each Fund or Class thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of immediately upon the date first written above; provided, that with respect to any Fund created after the initial date approval of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) Board, including a majority of the Board Trust's Trustees who are not interested parties of persons (as defined in the Trust1940 Act). (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of upon the date first written above; provided, that with respect to any Fund created after the initial date approval of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) Board, including a majority of the Board Trust's Trustees who are not interested parties of persons (as defined in the Trust1940 Act). (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of the date first written abovehereof; provided, however, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval has been approved by (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period 's Board of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by the vote of a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided furtherthat such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, howeverand, that if in either case, (ii) by the continuation vote of a majority of the Trust's Trustees who are not parties to this Agreement is not approved or interested persons of any such party (other than as to trustees of the Trust), cast in person at a Fund, meeting called for the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderpurpose of voting on such approval. (c) This Agreement may be terminated with respect to a the Fund at any time, without the payment of any penalty: , (i) by the Board Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund Fund, in each case on 60 days’ written notice to the Adviser; or Sub-advisor, (iiiii) by the Adviser Advisor on 60 days’ written notice to the Sub-advisor and the Trust; provided however that , or (iv) by the Board may terminate this Agreement without prior Sub-advisor on 60 days’ written notice where to the Board reasonably determines that Advisor and the Adviser can not or is not expected to render reasonable quality of servicesTrust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement. (d) In the event that the Sub-adviser resigns pursuant to Section 6(c)(iv) above, if a replacement sub-adviser has not been hired prior to the end of the 60 day-notice period, then the Sub-advisor agrees to continue to sub-advise the Fund after the end of the 60-day notice period subject to the terms of this Agreement until a replacement sub-adviser has been hired and commences management of the Portfolio.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to a Fund as of the date first written above; provided, that CFC or with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as one or more of the date specified in Appendix A Services covered by APPENDIX B, as applicable, provided to this Agreement following approval (i) by the Fund or the CFC, until terminated as to the CFC or a vote of Service provided to the majority of those trustees of the Trust who are not parties to this Agreement Fund or interested persons of such partyCFC, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustas applicable. (b) This Agreement shall remain may be terminated (A) in effect its entirety or (B) with respect to the CFC (a Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust"PARTIAL TERMINATION"); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: : (i) with or without cause, at any time, by either party on the Board or by date specified in a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviserother party provided not less than 90 days prior to the termination date specified in the notice; PROVIDED that in the event the Trust gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement; PROVIDED FURTHER, that in the event Atlantic gives notice of termination or of a Partial Termination, the Trust may delay the termination or Partial Termination for up to an additional ninety (90) days upon further written notice to Atlantic; and (ii) for cause at any time by the Adviser non-breaching party on 60 days’ immediate written notice thereof to the Trustother party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(A); PROVIDED, HOWEVER, that (i) the non-breaching party has first notified the other party of the breach (such notice to describe the breach) (a "Breach Notice"), and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party within thirty (30) days of receipt of the relevant Breach Notice. (c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to the CFC or any Service provided however that to the Board may Fund or CFC, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust or Atlantic exercise its right to terminate this Agreement, the Trust shall, as agreed in advance in good faith with Atlantic, reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination of services that relate primarily or exclusively to any Services being terminated hereunder ("TERMINATION COSTS"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement without prior written notice where the Board reasonably determines that the Adviser can not pursuant to clause (ii) of subsection (b) above or is not expected if Atlantic terminates this Agreement pursuant to render reasonable quality clause (i) of services. This Agreement subsection (b) above. (d) The provisions of SECTIONS 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such partyparty cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. , or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the "Advisers Act"); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustabove written. (b) This Agreement shall remain in effect with respect to a Fund for a period of two three (3) years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundtwelve-month periods; provided that such continuance is specifically approved at least annually: (i) annually by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) and by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderparty. (c) This Agreement may be terminated with respect to a Fund at any time, without In the payment of any penalty: (i) by the Board or by a vote event of a majority material breach of this Agreement by either party, the non-breaching part shall notify the breaching party in writing of such breach and upon receipt of such notice, the breaching party shall by 45 days to remedy the breach. If said breach is not remedied to the reasonable satisfaction of the outstanding voting securities of non-breaching party, the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board non-breaching party may thereafter terminate this Agreement immediately. If after such termination for so long as ADS, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without prior written notice where limitation, the Board reasonably determines that provisions dealing with indemnification, shall continue in full force and effect. Compensation due ADS and unpaid by the Adviser can Trust upon such termination shall be immediately due and payable upon, and notwithstanding, such termination. (d) If at any time during the initial or any subsequent term of this Agreement, ADS is replaced as Administrator for any reason other than for a material breach of this Agreement which ADS does not cure within a reasonable time, or the Trust is merged into or sells all (or substantially all) of its assets to another fund or family of funds for which ADS does not expected to render reasonable quality of services. This Agreement shall terminate serve as Administrator, then the Trust shall, immediately upon demand by ADS, make a one time cash payment equal to the net present value of the revenues ADS would have earned during the remainder of the initial or subsequent term of the Agreement, as the case may be, at the fee rate in effect at the time of such event (including any applicable minimum). For purposes of this paragraph, the asset figured used to calculate the fee due ADS hereunder shall be the highest monthly average assets of the Trust at any time during the 12 months immediately preceding the termination of ADS (or the merger or sale of assets) of the Trust. If the Trust terminates this Agreement ADS shall be entitled to collect from the Trust, in addition to the compensation described under Section 11 hereof, the amount of all of ADS's reasonable cash disbursements for services in connection with ADS's' activities in effecting such termination, including without limitation, the delivery to the Trust and/or its assignmentdesignees of the Trust's property, records, instruments and documents, or any copies thereof. Subsequent to such termination, for a reasonable fee, ADS will provide the Trust with reasonable access to all Trust documents or records, if any, remaining in its possession. Should the Trust exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Trust. Additionally, ADS reserves the right to charge for any other reasonable costs and expenses associated with such termination. (e) The obligations of Sections 3, 5 and 10 shall survive any termination of this Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such partyparty cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. , or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the "Advisers Act"); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a vote of a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities those trustees of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees Trust who are not parties to this Agreement or interested persons of any such party party. (other than b) If not earlier terminated as trustees of the Trust); provided furtherherein, however, that if the continuation of this Agreement is not approved as shall, with respect to a Fund, terminate upon the earlier of (i) one hundred fifty (150) days from the date of its effectiveness or (ii) approval by Fund shareholders of a separate advisory agreement between the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderTrust on behalf of the Fund. (c) This Agreement may be terminated by the Trust if the Board, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the1940 Act, find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an Investment Adviser, as defined in the Investment Advisers Act of 1940, as amended (the "Advisers Act"). (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ ' written notice to the Adviser; or (ii) by the Adviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as each series or class listed in Appendix A on the later of (i) ____________, 2000 or (ii) the date on which the Fund's Registration Statement relating to Shares of the date first written above; provided, that with respect to any Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain continue in effect with respect to a Series Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a Fundthe Series until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Directors of the Fund (I) who are not parties to this Agreement or interested persons of any such party (other than as Directors of the Fund) and (II) with respect to each Class of a Series for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the Class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Series, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Series or, with respect to each Class for which there is an effective Plan, a majority of Directors of the Fund who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that Fund. (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor's membership in the NASD. (e) If the Fund does not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall terminate immediately upon its assignmentsurvive any termination of this Agreement with respect to a Series or Class thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This With respect to the Fund, this Agreement shall become effective with respect to a Fund as of upon the date first written above; provided, provided that with respect to any Fund created after the initial date of this Agreement, this Agreement it shall not take effect as of the date specified in Appendix A to this Agreement following approval until approved by (i) by a vote majority of the Trust's Trustees, including a majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of such partythe Trust, and (ii) if to the extent required by under section 15(a) of the 1940 Act or applicable staff interpretations thereofAct, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that each Fund and (2) a majority of the Board who are not interested parties of the Trustto which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years twenty four months from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual twelve-month periods thereafter with respect to a Fund(computed from each anniversary date of approval) or for such shorter period as may be specified by the Board in giving its approval as provided below; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust); provided further, however, that if this Agreement or the continuation of this Agreement is not approved as to a Fundapproved, the Sub-Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or such shorter period referred to above) if given within a period beginning not more than sixty (60) days prior to such anniversary, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by Westwood, upon approval of the Board Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund on 60 30 days’ ' written notice to the Adviser; Sub-Adviser or (ii) by the Sub-Adviser on 60 90 days’ ' written notice to the Trust; provided however that , with copies to each of the Board Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may terminate this Agreement without prior written notice where specify to Sub-Adviser and to legal counsel to the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesTrust. This Agreement agreement shall terminate automatically and immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustabove written. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall will continue in effect for one year and automatically renew for successive annual periods thereafter with respect to a Fundone (1) year terms; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided furtherprovided, however, that if the continuation of either party may terminate this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted without cause by the 1940 Act and the rules and regulations thereunder. providing sixty (c60) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviserother party; or (ii) by provided that should the Adviser on 60 days’ written notice terminate this Agreement pursuant to this Section prior to the Trust; provided however that first anniversary of the Board date of this Agreement, Adviser will pay to Foreside an amount equal to the difference between the total fees to be charged to Adviser for one year as outlined on Appendix B hereto minus the total amount paid by Adviser prior to termination of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, (i) Foreside or Adviser may terminate this Agreement immediately without notice upon the issuance, or upon the reasonable likelihood of the issuance, by any federal, state or local regulatory body of any administrative or regulatory sanction or penalty against Foreside or Adviser concerning or relating to this Agreement and (ii) either party may terminate this Agreement immediately without notice upon (1) any material failure by Adviser or a Registered Rep (in the case of termination by Foreside) or Foreside (in the case of termination by the Adviser) to perform their respective duties, obligations and agreements under (i) this Agreement, and (ii) solely with respect to a failure by Adviser or a Registered Rep to perform its duties under the Foreside Procedures, and any Rep Agreement; (2) any material breach by Adviser or a Registered Rep (in the case of termination by Foreside) or Foreside (in the case of termination by the Adviser) of their respective representations and warranties under (i) Section 9 of this Agreement, and (ii) solely with respect to a material breach by Adviser or a Registered Rep of its representations under any Rep Agreement; or (3) any failure by the other party to comply with the requirements of Section 6 of this Agreement; provided, however, that for (2), to the extent that such breach or failure is capable of being cured (such determination at Foreside’s sole discretion) by the Adviser, Foreside shall provide Adviser with notice and 7 days to cure such failure or breach. (d) In the event that a party elects to terminate this Agreement pursuant to this subsection (c), the party so electing shall promptly notify the remaining party in writing that this Agreement has been terminated and both parties agree to deliver all relevant records to the other without cost. (e) Notwithstanding anything to the contrary in this Agreement, Foreside may terminate this Agreement immediately without notice if, as contemplated by Section 2(c), Adviser does not have a required Supervising Principal 120 days after the effective date of this Agreement or after the departure of a Supervising Principal from Adviser and fails to demonstrate due diligence in obtaining or replacing the required Supervising Principal within that 120 days. (f) Subject to the payment provision in subsection (b) of this Section 11, upon any termination of this Agreement, prior written notice where to or upon the Board reasonably determines that date of termination, Adviser shall pay to Foreside any and all fees and reimbursements due as of the end of the month of termination, For the avoidance of doubt, nothing in this subsection (e) shall affect the obligations of Adviser can not or is not expected pursuant to render reasonable quality Section 11(b). (g) The provisions of services. This Agreement Sections 5, 6, 7, 10, 11,12, 14 and 15 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustabove written. (b) This Agreement shall remain in effect with respect to a Fund for a period of two three (3) years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundtwelve-month periods; provided that such continuance is specifically approved at least annually: (i) annually by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) and by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderparty. (c) This In the event of a material breach of this Agreement by either party, the non-breaching part shall notify the breaching party in writing of such breach and upon receipt of such notice, the breaching party shall by 45 days to remedy the breach. If said breach is not remedied to the reasonable satisfaction of the non-breaching party, the non-breaching party may thereafter terminate this Agreement immediately. If after such termination for so long as IFS, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without limitation, the provisions dealing with indemnification, shall continue in full force and effect. Compensation due IFS and unpaid by the Trust upon such termination shall be terminated with respect immediately due and payable upon, and notwithstanding, such termination. (d) If at any time during the initial or any subsequent term of this Agreement, IFS is replaced as Administrator for any reason other than for a material breach of this Agreement which IFS does not cure within a reasonable time, or the Fund is merged into or sells all (or substantially all) of its assets to another fund or family of funds for which IFS does not serve as Administrator, then the Fund shall, immediately upon demand by IFS, make a one time cash payment equal to the net present value of the revenues IFS would have earned during the remainder of the initial or subsequent term of the Agreement, as the case may be, at the fee rate in effect at the time of such event (including any applicable minimum). For purposes of this paragraph, the asset figured used to calculate the fee due IFS hereunder shall be the highest monthly average assets of the Fund at any timetime during the 12 months immediately preceding the termination of IFS (or the merger or sale of assets) of the Fund. If the Trust terminates this Agreement IFS shall be entitled to collect from the Trust, in addition to the compensation described under Section 11 hereof, the amount of all of IFS's reasonable cash disbursements for services in connection with IFS's' activities in effecting such termination, including without limitation, the payment delivery to the Trust and/or its designees of the Trust's property, records, instruments and documents, or any penalty: (i) copies thereof. Subsequent to such termination, for a reasonable fee, IFS will provide the Trust with reasonable access to all Trust documents or records, if any, remaining in its possession. Should the Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Board or by a vote Fund. Additionally, IFS reserves the right to charge for any other reasonable costs and expenses associated with such termination. (e) The obligations of a majority Sections 3, 5 and 10 shall survive any termination of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) This With respect to the Fund, this Agreement shall become effective with respect to a Fund as of upon the date first written above; provided, provided that with respect to any Fund created after the initial date of this Agreement, this Agreement it shall not take effect as until approved by: (1) a majority of the date specified in Appendix A to this Agreement following approval (i) by Trust's Trustees, including a vote majority of the majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of such party, the Trust; and (ii2) if to the extent required by under section 15(a) of the 1940 Act or applicable staff interpretations thereofAct, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that the Fund and (2) a majority of the Board who are not interested parties of the Trustto which this Agreement pertains, voting separately by Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years twenty four (24) months from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual twelve-month periods thereafter with respect to a Fund(computed from each anniversary date of approval) or for such shorter period as may be specified by the Board in giving its approval as provided below; provided that such continuance is specifically approved at least annually: (i1) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, ; and in either case; , (ii2) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fundapproved, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or such shorter period referred to above) if given within a period beginning not more than sixty (60) days prior to such anniversary, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given. The Trust shall prompty notify Payson should the Agreement not be renewed pursuant to the procedures set forth in this paragraph. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: : (i1) by the Board Board, or by a vote of a majority of the outstanding voting securities of the Fund on 60 sixty (60) days’ ' written notice to the Adviser; or (ii2) by the Adviser on 60 sixty (60) days’ ' written notice to the Trust; provided however that , with copies to each of the Board Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may terminate this Agreement without prior written notice where specify to the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesAdviser. This Agreement shall terminate automatically and immediately upon its assignmentassignment by either party.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustabove written. (b) This Agreement shall remain in effect with respect to a Fund for a period of two three (3) years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundtwelve-month periods; provided that such continuance is specifically approved at least annually: (i) annually by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) and by a majority of the Trust’s trustees Directors who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderparty. (c) This In the event of a material breach of this Agreement by either party, the non-breaching part shall notify the breaching party in writing of such breach and upon receipt of such notice, the breaching party shall have 45 days within which to remedy the breach. If said breach is not remedied to the reasonable satisfaction of the non-breaching party, the non-breaching party may thereafter terminate this Agreement immediately. If, after such termination, ADS, with the written consent of the Corporation, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without limitation, the provisions dealing with indemnification, shall continue in full force and effect. Compensation due ADS and unpaid by the Corporation upon such termination shall be terminated with respect immediately due and payable upon, and notwithstanding, such termination. (d) If at any time during the initial or any subsequent term of this Agreement, ADS is replaced as the administrator for any reason other than for a material breach of this Agreement which ADS does not cure within a reasonable time, or the Fund is merged into or sells all (or substantially all) of its assets to another fund or family of funds for which ADS does not serve as administrator, then the Funds shall, immediately upon demand by ADS, make a one time cash payment equal to the net present value of the revenues ADS would have earned during the remainder of the initial or subsequent term of the Agreement, as the case may be, at the fee rate in effect at the time of such event (including any applicable minimum). For purposes of this paragraph, the asset figured used to calculate the fee due ADS from each Fund hereunder shall be the highest monthly average assets of the Fund at any timetime during the 12 months immediately preceding the termination of ADS (or the merger or sale of assets of the Fund). If the Corporation terminates this Agreement ADS shall be entitled to collect from the Corporation, in addition to the compensation described under Section 2 hereof, the amount of all of ADS's reasonable cash disbursements for services in connection with ADS's activities in effecting such termination, including without limitation, the payment delivery to the Corporation and/or its designees of the Corporation's property, records, instruments and documents, or any penalty: (i) copies thereof. [Subsequent to such termination, for a reasonable fee, ADS will provide the Corporation with reasonable access to all Corporation documents or records, if any, remaining in its possession.] Should the Corporation exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Board or by a vote Funds. Additionally, ADS reserves the right to charge for any other reasonable costs and expenses associated with such termination. (e) The obligations of a majority Sections 2 and 4 shall survive any termination of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as on the later of (i) the date first above written above; provided, that with respect or (ii) the date on which the Trust's Registration Statement relating to any Shares of the Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided howeveruntil terminated; provided, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (i) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (ii) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that . (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor's membership in the NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Agreement Sections 5(d), 6(d), 8, 9 and 10 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as immediately upon the termination of the date first written above; providedcurrent subadvisory agreement between the Adviser and the Subadviser, that with respect subject to any Fund created after the initial date approval of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) Board, including a majority of the Board Trust's Trustees who are not interested parties of persons (as defined in the Trust1940 Act). (b) This Agreement shall remain in effect with respect to a Fund for a period shall, if not terminated as provided herein, terminate upon the earlier of two years (i) 150 days from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (iii) approval by the Board or by the vote of a majority of the outstanding voting securities of the FundBoard, and, in either case; (ii) by including a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons (as defined in the 1940 Act), of any a separate subadvisory agreement between the Adviser and the Subadviser on behalf of the Fund (“New Agreement”); provided that such party (other than New Agreement may not become effective until such time as trustees a new, permanent investment advisory agreement between the Trust and the Adviser, as approved by a majority of the Board, including a majority of the Trust); provided further, however, that if the continuation of this Agreement is ’s Trustees who are not approved interested persons (as to a Fund, the Adviser may continue to render to that Fund the services described herein defined in the manner and to 1940 Act), has been approved by a majority of the extent permitted by the 1940 Act and the rules and regulations thereunderFund’s outstanding shares. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; providedeach series or class listed in Appendix A on August 19, that with respect to any Fund created after the initial date 2002. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain continue in effect with respect to a Series Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a Fundthe Series until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Directors of the Fund (I) who are not parties to this Agreement or interested persons of any such party (other than as Directors of the Fund) and (II) with respect to each Class of a Series for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the Class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Series, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Series or, with respect to each Class for which there is an effective Plan, a majority of Directors of the Fund who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that Fund. (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor's membership in the NASD. (e) If the Fund does not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall terminate immediately upon its assignmentsurvive any termination of this Agreement with respect to a Series or Class thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following upon approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2as defined in the Act) a majority of the Board who are not interested parties of the TrustFund. (b) This Agreement shall remain in effect with respect to a Fund force for a period of two years from the date of its effectiveness, provided however, day that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two yearsit becomes effective under ss.16(a) hereof, and in either event shall continue in effect for successive annual periods from year to year thereafter with respect to a Fund; provided that so long as such continuance is specifically approved at least annually: annually (i) by either the vote of the Board of Trustees of the Trust, or by the affirmative vote of a majority of the outstanding voting securities (as defined in the Act) of the Fund, and, in either case; and (ii) by the vote of a majority of the Trust’s 's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees party, cast in person at a meeting called for the purpose of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereundervoting on such approval. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) a penalty by the Fund or the Trust, by vote of the Board of Trustees, or by a vote of a majority of the outstanding voting securities (as defined in the Act) of the Fund on 60 days’ written notice to the Adviser; Fund, or (ii) by the Adviser or by the Sub-Adviser, on not less than 30 nor more than 60 days’ ' written notice to the Trustnotice; provided however provided, however, that the Board may terminate this Agreement without prior may not be terminated by the Sub-Adviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, or after 120 days' written notice where the Board reasonably determines notice, whichever is earlier, and provided further that the Adviser can may at its election shorten such 120 day period to any period of not or is not expected to render reasonable quality of servicesless than 30 days. This Agreement shall automatically terminate immediately upon in the event of its assignment (as defined by the Act). The Adviser shall promptly notify the Sub-Adviser of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Act. (d) This Agreement shall terminate in the event that the Investment Advisory Agreement by and between the Trust and the Adviser is terminated, and any such termination of this Agreement shall not result in any liability by the Adviser to the Sub-Adviser or require any payment by the Adviser to the Sub-Adviser other than as contemplated under ss.16(f) below. (e) The expiration or termination of this Agreement shall not affect the effectiveness of the Investment Advisory Agreement by and between the Trust and the Adviser. (f) Upon the expiration of this Agreement (including any renewal or extension hereof) or its termination pursuant to any provision of this ss.16, the Sub-Adviser shall not be entitled to any further compensation hereunder, except that the Adviser shall pay the Sub-Adviser any compensation accrued under ss.6 hereof through the date of such expiration or termination. Any such payments shall be made promptly in accordance with prior practice.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as of the corresponding effective date first written aboveindicated in Appendix A; provided, however, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval has been approved by (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period 's Board of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by the vote of a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to each Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided furtherthat such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, howeverand, that if in either case, (ii) by the continuation vote of a majority of the Trust's Trustees who are not parties to this Agreement is not approved or interested persons of any such party (other than as to trustees of the Trust), cast in person at a Fund, meeting called for the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderpurpose of voting on such approval. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days’ ' written notice to the Adviser; Sub-advisor or (ii) by the Adviser Sub-advisor on 60 days’ ' written notice to the Trust; provided however that Trust and the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesAdvisor. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement. (d) In the event of termination of this Agreement for any reason, Sub-advisor shall, promptly upon receiving notice of termination or a receipt acknowledging delivery of a notice of termination to Advisor and the Trust, or such later date as may be specified in such notice, cease all activity on behalf of each Fund and with respect to the Portfolio assets, except as expressly directed by Advisor and agreed to by Sub-advisor, and except for the settlement of securities transactions already entered into for the account of the Fund with respect to the Portfolio assets. Termination of this Agreement shall not relieve any party of any liability incurred hereunder. (e) The provisions of Sections 5, 6 and 12(c) of this Agreement shall survive termination for the applicable statute of limitations period. Section 4 shall survive until all amounts due and owing to Sub-advisor are paid in full.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; providedEffective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), that or with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as one or more of the date specified in Appendix A Services covered by APPENDIX A, as applicable, provided to this Agreement following approval (i) by the Fund, until terminated as a vote of Service provided to the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: : (i) with or without cause, at any time, by either party on the Board or by date specified in a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviserother party provided not less than 120 days prior to the termination date specified in the notice; or and (ii) for cause at any time by the Adviser non-breaching party on 60 at least sixty (60) days’ ' written notice thereof to the Trustother party, if the other party has materially breached any of its obligations hereunder including, with respect to Atlantic, the failure by Atlantic to act consistently with the Standard of Care set forth in SECTION 3(A); PROVIDED, HOWEVER, that (i) the termination notice shall describe the breach, and (ii) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non- breaching party. (c) Upon notice of termination by either party of this Agreement, in its entirety or with respect to the Fund or any Service provided however that to the Board may Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Fund or Atlantic exercise its right to terminate this Agreement, the Fund shall reimburse Atlantic for Atlantic's reasonable costs and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and for any out-of-pocket fees or expenses incurred by Atlantic in respect of the cancellation or termination of third party services provided in support of the services rendered by Atlantic pursuant to this Agreement without prior written notice where ("TERMINATION COSTS"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the Board reasonably determines that contrary, the Adviser can not Fund shall have no obligation to reimburse Atlantic for its costs if the Fund terminates this Agreement pursuant to clause (ii) of subsection (b) above or is not expected if Atlantic terminates this Agreement pursuant to render reasonable quality clause (i) of services. This Agreement subsection (b) above. (d) The provisions of SECTIONS 3, 4, 5, 6, 7, 8, 9 and 13 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as on the later of (i) the date first above written above; provided, that with respect or (ii) the date on which the Trust’s Registration Statement relating to any Shares of a Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect until November 24, 2009 and thereafter shall continue in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided howeveruntil terminated; provided, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (I) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (II) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that . (d) This Agreement shall automatically terminate upon its assignment (as such term is defined under the Board may 194▇ ▇▇▇) ▇nd upon the termination of the Distributor’s membership in FINRA. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Agreement Sections 5(d), 6(d), 8, 9 and 10 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as on the later of (i) the date first above written above; provided, that with respect or (ii) the date on which the Trust's Registration Statement relating to any Shares of a Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a FundFund until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (I) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (II) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that . (d) This Agreement shall automatically terminate upon its assignment (as such term is defined under the Board may ▇▇▇▇ ▇▇▇) and upon the termination of the Distributor's membership in the NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Agreement Sections 5(d), 6(d), 8, 9 and 10 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as on the later of (i) the date first above written above; provided, that with respect or (ii) the date on which the Trust's Registration Statement relating to any Shares of the Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a FundFund until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (I) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (II) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Forum or (ii) by the Adviser Forum on 60 days’ ' written notice to the Trust; provided however that . (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of Forum's membership in the NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from Forum to do so, Forum may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Agreement Sections 5(d), 6(d), 8, 9 and 10 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustabove written. (b) This Agreement shall remain in effect with respect to a Fund for a period of two three (3) years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundtwelve-month periods; provided that such continuance is specifically approved at least annually: (i) annually by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) and by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderparty. (c) This In the event of a material breach of this Agreement by either party, the non-breaching part shall notify the breaching party in writing of such breach and upon receipt of such notice, the breaching party shall have 45 days to remedy the breach. If said breach is not remedied to the reasonable satisfaction of the non-breaching party, the non-breaching party may thereafter terminate this Agreement immediately. If after such termination for so long as ADS, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without limitation, the provisions dealing with indemnification, shall continue in full force and effect. Compensation due ADS and unpaid by the Trust upon such termination shall be terminated with respect immediately due and payable upon, and notwithstanding, such termination. (d) If at any time during the initial or any subsequent term of this Agreement, ADS is replaced as transfer agent for any reason other than for a material breach of this Agreement which ADS does not cure within a reasonable time, or the Fund is merged into or sells all (or substantially all) of its assets to another fund or family of funds for which ADS does not serve as transfer agent, then the Fund shall, immediately upon demand by ADS, make a one time cash payment equal to the net present value of the revenues ADS would have earned during the remainder of the initial or subsequent term of the Agreement, as the case may be, at the fee rate in effect at the time of such event (including any applicable minimum). For purposes of this paragraph, the asset figured used to calculate the fee due ADS hereunder shall be the highest monthly average assets of the Fund at any timetime during the 12 months immediately preceding the termination of ADS (or the merger or sale of assets) of the Fund. If the Trust terminates this Agreement ADS shall be entitled to collect from the Trust, in addition to the compensation described under Section 11 hereof, the amount of all of ADS's reasonable cash disbursements for services in connection with ADS's' activities in effecting such termination, including without limitation, the payment delivery to the Trust and/or its designees of the Trust's property, records, instruments and documents, or any penalty: (i) copies thereof. Subsequent to such termination, for a reasonable fee, ADS will provide the Trust with reasonable access to all Trust documents or records, if any, remaining in its possession. Should the Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Board or by a vote Fund. Additionally, ADS reserves the right to charge for any other reasonable costs and expenses associated with such termination. (e) The obligations of a majority Sections 3, 5 and 10 shall survive any termination of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date hereof. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual one-year periods thereafter with respect to a the Fund; provided provided, however, that such continuance is specifically approved at least annually: annually (i) by the Board or by the a vote of a majority of the outstanding voting securities of the Fund, and, in either case; Fund and (ii) by a vote of a majority of Trustees of the Trust’s trustees Trust (I) who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust)) and (II) with respect to each class of a Fund for which there is an effective plan of distribution adopted pursuant to Rule 12b-1 under the Act, who do not have any direct or indirect financial interest in any such plan applicable to the class or in any agreements related to the plan, cast in person at a meeting called for the purpose of voting on such approval; provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser Forum may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated at any time with respect to a Fund at any timeFund, without the payment of any penalty: , (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective plan of distribution adopted pursuant to Rule 12b-1 under the Act, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such plan or in any agreements related to the plan, on 60 days’ ' written notice to the Adviser; Forum or (ii) by the Adviser Forum on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. . (d) This Agreement shall also automatically terminate immediately upon in the event of its assignment, the term "assignment" having the meaning set forth in Section 2(a)(4) of the Act; provided, that the Transfer of Forum's rights to the Distributor's 12b-1 Portion or the Distributor's Earned CDSC shall not cause a termination of this Agreement or be deemed to be an assignment for purposes of this Section 14(d).

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; providedAugust 1, that with respect to any Fund created 2022 after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees Trustees of the Trust Fund who are not parties to this Agreement or interested persons of such partyparty (other than as Trustees of the Fund) cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 Act or applicable SEC staff interpretations thereof, by vote of a majority of that the Fund's ’s outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the effective date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundthereafter; provided provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the TrustFund’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust)Fund) by votes cast in person at a meeting called for the purpose of voting on such approval; provided furtherprovided, however, that if the continuation of this Agreement is not approved as to a Fundapproved, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderapplicable law. (c) This Agreement may be terminated with respect immediately by the Fund if the Board, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Advisers Act; provided that the Adviser shall have the opportunity, within ten days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may also be terminated at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 sixty days’ written notice to the Adviser; or (ii) by the Adviser on 60 sixty days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesFund. This Agreement shall terminate immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as on the later of (i) the date first written above; provided, that with respect to any Fund created after the initial date . Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a FundFund until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (x) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (y) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on 60 such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on sixty (60) days’ ' written notice to the Adviser; Foreside or (ii) by the Adviser Foreside on 60 sixty (60) days’ ' written notice to the Trust; provided however that . (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of Forum's membership in the NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from Foreside to do so, Foreside may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Agreement Sections 8, 9, 12, 13(f), 16 17(a) and 17(j); shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following the approval (i) by a vote of the a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such partyparty cast in person at a meeting called for the purpose of voting on this Agreement, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that the Fund's ’s outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) Notwithstanding any other provision in this Section, this Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to or by the Adviser; Adviser or (ii) by the Adviser Subadviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after above upon the initial date approval of this Agreement, this Agreement shall take effect as by a majority of the date specified Board, including a majority of the Fund’s Trustees who are not interested persons (as defined in Appendix A to this Agreement following approval (ithe ▇▇▇▇ ▇▇▇) and approved by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of the Fund, provided that the Investment Management Agreement between the Fund and (2) the Adviser has also been so approved by a vote of a majority of the Board who are not interested parties outstanding voting securities of the TrustFund. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the TrustFund’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Sub-Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect by the Fund if the Board, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Sub-Adviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Adviser shall have the opportunity, within ten (10) days of receipt of a written notice, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that Sub-Adviser or (ii) by the Board may terminate this Agreement without prior Sub-Adviser on 60 days’ written notice where to the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesFund. This Agreement shall terminate immediately upon its assignmentassignment or (y) upon termination of the Investment Management Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustabove written. (b) This Agreement shall remain in effect with respect to a Fund for a period of two three (3) years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundtwelve-month periods; provided that such continuance is specifically approved at least annually: (i) annually by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) and by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderparty. (c) This In the event of a material breach of this Agreement by either party, the non-breaching part shall notify the breaching party in writing of such breach and upon receipt of such notice, the breaching party shall by 45 days to remedy the breach. If said breach is not remedied to the reasonable satisfaction of the non-breaching party, the non-breaching party may thereafter terminate this Agreement immediately. If after such termination for so long as IFS, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without limitation, the provisions dealing with indemnification, shall continue in full force and effect. Compensation due IFS and unpaid by the Trust upon such termination shall be terminated with respect immediately due and payable upon, and notwithstanding, such termination. (d) If at any time during the initial or any subsequent term of this Agreement, IFS is replaced as Administrator for any reason other than for a material breach of this Agreement which IFS does not cure within a reasonable time, or the Fund is merged into or sells all (or substantially all) of its assets to another fund or family of funds for which IFS does not serve as Administrator, then the Fund shall, immediately upon demand by IFS, make a one time cash payment equal to the net present value of the revenues IFS would have earned during the remainder of the initial or subsequent term of the Agreement, as the case may be, at the fee rate in effect at the time of such event (including any applicable minimum). For purposes of this paragraph, the asset figured used to calculate the fee due IFS hereunder shall be the highest monthly average assets of the Fund at any timetime during the 12 months immediately preceding the termination of IFS (or the merger or sale of assets) of the Fund. If the Trust terminates this Agreement IFS shall be entitled to collect from the Trust, in addition to the compensation described under Section 11 hereof, the amount of all of IFS's reasonable cash disbursements for services in connection with IFS's activities in effecting such termination, including without limitation, the payment delivery to the Trust and/or its designees of the Trust's property, records, instruments and documents, or any penalty: (i) copies thereof. Subsequent to such termination, for a reasonable fee, IFS will provide the Trust with reasonable access to all Trust documents or records, if any, remaining in its possession. Should the Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Board or by a vote Fund. Additionally, IFS reserves the right to charge for any other reasonable costs and expenses associated with such termination. (e) The obligations of a majority Sections 3, 5 and 10 shall survive any termination of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval the approval: (i) by a vote of the a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such partyparty cast in person at a meeting called for the purpose of voting on this Agreement, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that the Fund's ’s outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Advisers Act; provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, (ii) by a vote of a majority of the outstanding voting securities of the Fund Fund, (iii) by the Adviser on 60 days’ days written notice to the Adviser; Subadviser (or immediately in the event of a material breach by the Subadviser), or (iiiii) by the Adviser Subadviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund immediately upon the later of approval by a Fund as majority of the date first written above; providedTrust's Trustees who are not interested persons (as defined in the 1▇▇▇ ▇▇▇) and, that with respect to any Fund created after the initial date of this Agreementif required by applicable law, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFund. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a the Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustabove written. (b) This Agreement shall remain in effect with respect to a Fund for a period of two three (3) years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundtwelve-month periods; provided that such continuance is specifically approved at least annually: (i) annually by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) and by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderparty. (c) This In the event of a material breach of this Agreement by either party, the non-breaching part shall notify the breaching party in writing of such breach and upon receipt of such notice, the breaching party shall by 45 days to remedy the breach. If said breach is not remedied to the reasonable satisfaction of the non-breaching party, the non-breaching party may thereafter terminate this Agreement immediately. If after such termination for so long as ADS, with the written consent of the Corporation, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without limitation, the provisions dealing with indemnification, shall continue in full force and effect. Compensation due ADS and unpaid by the Corporation upon such termination shall be terminated with respect immediately due and payable upon, and notwithstanding, such termination. (d) If at any time during the initial or any subsequent term of this Agreement, ADS is replaced as transfer agent for any reason other than for a material breach of this Agreement which ADS does not cure within a reasonable time, or the Fund is merged into or sells all (or substantially all) of its assets to another fund or family of funds for which ADS does not serve as transfer agent, then the Fund shall, immediately upon demand by ADS, make a one time cash payment equal to the net present value of the revenues ADS would have earned during the remainder of the initial or subsequent term of the Agreement, as the case may be, at the fee rate in effect at the time of such event (including any applicable minimum). For purposes of this paragraph, the asset figured used to calculate the fee due ADS hereunder shall be the highest monthly average assets of the Fund at any timetime during the 12 months immediately preceding the termination of ADS (or the merger or sale of assets) of the Fund. If the Corporation terminates this Agreement ADS shall be entitled to collect from the Corporation, in addition to the compensation described under Section 2 hereof, the amount of all of ADS's reasonable cash disbursements for services in connection with ADS's' activities in effecting such termination, including without limitation, the payment delivery to the Corporation and/or its designees of the Corporation's property, records, instruments and documents, or any penalty: (i) copies thereof. Subsequent to such termination, for a reasonable fee, ADS will provide the Corporation with reasonable access to all Corporation documents or records, if any, remaining in its possession. Should the Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Board or by a vote Fund. Additionally, ADS reserves the right to charge for any other reasonable costs and expenses associated with such termination. (e) The obligations of a majority Sections 2 and 3 shall survive any termination of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to each series or class listed in Appendix A on the later of (i) August 31, 1997 or (ii) the date on which a Fund as Company's Registration Statement relating to Shares of the date first written above; provided, that with respect to any Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a FundFund until terminated; provided provided, that such continuance is specifically approved at least annually: annually (i) by the applicable Board or by the a vote of a majority of the outstanding voting securities of the Fund, and, in either case; Fund and (ii) by a vote of a majority of Directors of the Trust’s trustees applicable Company (I) who are not parties to this Agreement or interested persons of any such party (other than as trustees Directors of the Trust); provided furtherCompany) and (II) with respect to each Class of a Fund for which there is an effective Plan, however, that if the continuation of this Agreement is who do not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein have any direct or indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the 1940 Act and Plan, cast in person at a meeting called for the rules and regulations thereunderpurpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund at any timeseries or class, without the payment of any penalty: , (i) by the applicable Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each Class of a Fund for which there is an effective Plan, a majority of Directors of the Company who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that applicable Company. (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor's membership in the NASD. (e) If a Company shall not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines with that the Adviser can not Company immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 shall survive any termination of this Agreement with respect to a Fund or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignmentCompany.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as of the corresponding effective date first written aboveset forth in Appendix A; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any a Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically has been approved at least annually: by (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by the vote of a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to each Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided furtherthat such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, howeverand, that if in either case, (ii) by the continuation vote of a majority of the Trust's Trustees who are not parties to this Agreement is not approved or interested persons of any such party (other than as to trustees of the Trust), cast at a Fund, meeting called for the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderpurpose of voting on such approval. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund Fund, in each case on 60 days’ written notice to the Adviser; or Sub-advisor, (iiiii) by the Adviser Advisor on 60 days’ written notice to the Sub-advisor and the Trust; provided however that , or (iv) by the Board may terminate this Agreement without prior Sub-advisor on 60 days’ written notice where to the Board reasonably determines that Advisor and the Adviser can not or is not expected to render reasonable quality of servicesTrust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement. (d) In the event that the Sub-advisor resigns with respect to a Fund pursuant to Section 6(c)(iv) above, and the Advisor seeks to find a replacement sub-adviser, if a replacement sub-adviser has not been hired prior to the end of the 60 day-notice period, then the Sub-advisor agrees to continue to sub-advise the Fund after the end of the 60-day notice period subject to the terms of this Agreement until a replacement sub-adviser has been hired and commences management of the Portfolio.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date hereof. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual one-year periods thereafter with respect to a the Fund; provided provided, however, that such continuance is specifically approved at least annually: annually (iI) by the Board or by the a vote of a majority of the outstanding voting securities of the Fund, and, in either case; Fund and (ii) by a vote of a majority of Trustees of the Trust’s trustees Trust (I) who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust)) and (II) with respect to each class of a Fund for which there is an effective plan of distribution adopted pursuant to Rule 12b-1 under the Act, who do not have any direct or indirect financial interest in any such plan applicable to the class or in any agreements related to the plan, cast in person at a meeting called for the purpose of voting on such approval; provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser Forum may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated at any time with respect to a Fund at any timeFund, without the payment of any penalty: , (iI) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective plan of distribution adopted pursuant to Rule 12b-1 under the Act, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such plan or in any agreements related to the plan, on 60 days’ ' written notice to the Adviser; Forum or (ii) by the Adviser Forum on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. . (d) This Agreement shall also automatically terminate immediately upon in the event of its assignment, the term "assignment" having the meaning set forth in Section 2(a)(4) of the Act; provided, that the Transfer of Forum's rights to the Distributor's 12b-1 Portion or the Distributor's Earned CDSC shall not cause a termination of this Agreement or be deemed to be an assignment for purposes of this Section 14(d).

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Effective Date. This Agreement shall take continue in effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustuntil terminated. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: : (i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than one hundred and twenty (120) days prior to the termination date specified in the notice; and (ii) for cause at any time by the Board or by a vote of a majority of the outstanding voting securities of the Fund non-breaching party on 60 at least sixty (60) days’ written notice thereof to the Adviserother party, if the other party has materially breached any of its obligations hereunder; provided, however, that (x) the termination notice shall describe the breach, and (y) no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (c) Upon notice of termination by either party of this Agreement, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers’ responsibilities. Should the Fund or Atlantic exercise its right to terminate this Agreement, the Fund shall reimburse Atlantic for Atlantic’s reasonable costs associated with the copying and movement of records and material to any successor person, for providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor’s responsibilities and for any out-of-pocket fees or expenses incurred by Atlantic in respect of the cancellation or termination of third party services provided in support of the services rendered by Atlantic pursuant to this Agreement (“termination costs”); provided, however, that, notwithstanding anything herein to the contrary, the Fund shall have no obligation to reimburse Atlantic for its termination costs if the Fund terminates this Agreement pursuant to clause (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate of subsection (b) above or if Atlantic terminates this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected pursuant to render reasonable quality clause (i) of services. This Agreement subsection (b) above. (d) The provisions of Sections 3, 4, 5, 6, 7, 8, 9 and 12 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following the approval (i) by a vote of the a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereofAct, by vote of a majority of that the Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Unless earlier terminated, this Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein defined in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderAct. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the "Advisers Act"); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board Board, or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or Fund, (ii) by the Adviser on 60 days’ ' written notice to the Trust; provided however that Subadviser or (iii) by the Board may terminate this Agreement without prior Subadviser on 60 days' written notice where to the Board reasonably determines that Trust and the Adviser can not or is not expected to render reasonable quality of servicesAdviser. This Agreement shall terminate immediately (x) upon its assignmentassignment without the prior written consent of each of the Advisor and the Subadviser and the approval of the Trust or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after above upon the initial date approval of this Agreement, this Agreement shall take effect as by a majority of the date specified Board, including a majority of the Fund’s Trustees who are not interested persons (as defined in Appendix A to this Agreement following approval (ithe 1▇▇▇ ▇▇▇) and approved by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of the Fund, provided that the Investment Management Agreement between the Fund and (2) the Adviser has also been so approved by a vote of a majority of the Board who are not interested parties outstanding voting securities of the TrustFund. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the TrustFund’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Investment Consultant may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect by the Fund if the Board, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Investment Consultant under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Adviser shall have the opportunity, within ten (10) days of receipt of a written notice, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that Investment Consultant or (ii) by the Board may terminate this Agreement without prior Investment Consultant on 60 days’ written notice where to the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesFund. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Investment Management Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after above upon the initial date approval of this Agreement, this Agreement shall take effect as by a majority of the date specified Board, including a majority of the Trust's Trustees who are not interested persons (as defined in Appendix A to this the 1940 Act), provided that the Advisory Agreement following approval (i) between the Trust and the Adviser has been approved by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFund. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Adviser shall have the opportunity, within ten (10) days of receipt of a written notice, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This With respect to the Fund, this Agreement shall become effective with respect to a Fund as of upon the date first written above; provided, provided that with respect to any Fund created after the initial date of this Agreement, this Agreement it shall not take effect as until approved by: (1) a majority of the date specified in Appendix A to this Agreement following approval (i) by Trust's Trustees, including a vote majority of the majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of such party, the Trust; and (ii2) if to the extent required by under section 15(a) of the 1940 Act or applicable staff interpretations thereofAct, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that the Fund and (2) a majority of the Board who are not interested parties of the Trustto which this Agreement pertains, voting separately by Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years twenty-four (24) months from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual twelve (12) month periods thereafter with respect to a Fund(computed from each anniversary date of approval) or for such shorter period as may be specified by the Board in giving its approval as provided below; provided that such continuance is specifically approved at least annually: (i1) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, ; and, in either case; , (ii2) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fundapproved, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or such shorter period referred to above) if given within a period beginning not more than sixty (60) days prior to such anniversary, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i1) by Payson, upon approval of the Board Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund Fund, in each case on 60 sixty (60) days’ ' written notice to the AdviserSubadviser; or (ii2) by the Adviser Subadviser on 60 sixty (60) days’ ' written notice to the Trust; provided however that , with copies to Payson and each of the Board Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may terminate this Agreement without prior written notice where specify to the Board reasonably determines that Subadviser and to legal counsel to the Adviser can not or is not expected to render reasonable quality of servicesTrust. This Agreement shall terminate automatically and immediately upon its assignmentassignment or upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of set forth above in this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by the vote of a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if cast in person at a meeting called for the continuation purpose of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereundervoting on such approval. (c) This Agreement may be terminated with respect to a the Fund at any time, without the payment of any penalty: , (i) by the Board or Board, (ii) by a vote of a majority of the outstanding voting securities of the Fund (iii) by the Advisor on 60 days’ ' written notice to the Adviser; Sub-advisor or (iiiv) by the Adviser Sub-advisor, subject to the provisions of Section 7 below, on 60 days’ ' written notice to the Trust; provided however that Trust or (v) by the Board may terminate this Agreement without prior written notice where Advisor or the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesSub-advisor in accordance with Section 6(d) below. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement. (d) This Agreement may be terminated, without the payment of any penalty, by the Advisor or the Sub-advisor, as the case may be, upon 60 days' written notice to the Fund and the Advisor or Sub-advisor, as applicable, upon the occurrence of any of the following events: A. By the Advisor in the event that: (i) the Sub-advisor shall go into liquidation or if a receiver of any of its assets is appointed; (ii) the Sub-advisor shall commit any material breach of the terms or conditions of this Agreement, which is not cured within 10 days of written notice of the nature of the breach; (iii) material damage is occurring to the reputation or goodwill of the Advisor by reason of its continued performance hereunder; (iv) the Sub-advisor or the Trust is subject to an action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign which would, in the reasonable belief of the Advisor, materially impair the ability of the Advisor or the Sub-advisor to act as investment adviser or investment sub-adviser to the Fund or the ability of the Advisor or the Sub-advisor to perform under this Agreement;; (v) the occurrence of any event that would disqualify the Sub-advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; or (vi) the Sub-advisor is unable to perform under this Agreement in accordance with its fiduciary duties under the 1940 Act and/or the Investment Advisers Act of 1940, as amended (“the Advisers Act”). B. By the Sub-Advisor in the event that: (i) the Advisor shall go into liquidation or if a receiver of any of its assets is appointed; (ii) the Advisor shall commit any material breach of the terms or conditions of this Agreement, which is not cured within 10 days of written notice of the nature of the breach; (iii) material damage is occurring to the reputation or goodwill of the Subadvisor by reason of its continued performance hereunder; (iv) the Advisor or the Trust is subject to an action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign which would, in the reasonable belief of the Sub-advisor materially impair the ability of the Advisor or the Sub-advisor to act as investment adviser or investment sub-adviser to the Fund or the ability of the Advisor or the Sub-advisor to perform under this Agreement; (v) the occurrence of any event that would disqualify the Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; or (vi) the Advisor is unable to perform under this Agreement in accordance with its fiduciary duties under the 1940 Act and/or the Advisers Act.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as on the later of (i) the date first above written above; provided, that with respect or (ii) the date on which the Trust's Registration Statement relating to any Shares of a Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a FundFund until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (I) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (II) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that . (d) This Agreement shall automatically terminate upon its assignment (as such term is defined under the Board may 1940 Act) and upon the termination of the Distributor's membership ▇▇ ▇▇▇ ▇ASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Agreement Sections 5(d), 6(d), 8, 9 and 10 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created above after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees Trustees of the Trust who are not parties to this Agreement or interested persons of such partyparty (other than as Trustees of the Trust) cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 Act or applicable SEC staff interpretations thereof, by vote of a majority of that the Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the ’s outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundthereafter; provided provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust)) by votes cast in person at a meeting called for the purpose of voting on such approval; provided furtherprovided, however, that if the continuation of this Agreement is not approved as to a Fundapproved, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderapplicable law. (c) This Agreement may be terminated with respect immediately by the Trust if the Board, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Advisers Act; provided that the Adviser shall have the opportunity, within ten days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may also be terminated at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 sixty days’ written notice to the Adviser; or (ii) by the Adviser on 60 sixty days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following the approval (i) by a vote of the a majority of those trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) of such partyparty cast in person at a meeting called for the purpose of voting on this Agreement, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that the Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the "Advisers Act"); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a the Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written abovewritten; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such partyparty cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. , or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the "Advisers Act"); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as on the later of (i) the date first above written above; provided, that with respect or (ii) the date on which the Trust's Registration Statement relating to any Shares of a Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a FundFund until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (I) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (II) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that . (d) This Agreement shall automatically terminate upon its assignment (as such term is defined under the Board may 1940 Act) and upon the termination ▇▇ ▇▇▇ Distributor's membership in the NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Agreement Sections 5(d), 6(d), 8, 9 and 10 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as on the latter of the date first above written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of or the date specified in Appendix A to this Agreement following approval (i) by a vote of upon which the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustcommences investment operations. (b) This Agreement shall remain in effect with respect to a Fund for a period of two three (3) years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundtwelve-month periods; provided that such continuance is specifically approved at least annually: (i) annually by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) and by a majority of the Trust’s trustees Directors who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderthereto. (c) This In the event of a material breach of this Agreement by either party, the non-breaching part shall notify the breaching party in writing of such breach and upon receipt of such notice, the breaching party shall by 45 days to remedy the breach. If said breach is not remedied to the reasonable satisfaction of the non-breaching party, the non-breaching party may thereafter terminate this Agreement immediately. If after such termination for so long as ADS, with the written consent of the Corporation, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without limitation, the provisions dealing with indemnification, shall continue in full force and effect. Compensation due ADS and unpaid by the Fund upon such termination shall be terminated with respect immediately due and payable upon, and notwithstanding, such termination. (d) If at any time during the initial or any subsequent term of this Agreement, ADS is replaced as Administrator for any reason other than for a material breach of this Agreement which ADS does not cure within a reasonable time, or the Fund is merged into or sells all (or substantially all) of its assets to another fund or family of funds for which ADS does not serve as Administrator, then the Fund shall, immediately upon demand by ADS, make a one time cash payment equal to the net present value of the revenues ADS would have earned during the remainder of the initial or subsequent term of the Agreement, as the case may be, at the fee rate in effect at the time of such event (including any applicable minimum). For purposes of this paragraph, the asset figured used to calculate the fee due ADS hereunder shall be the highest monthly average assets of the Fund at any time, without time during the payment 12 months immediately preceding the termination of any penalty: ADS (ior the merger or sale of assets) by the Board or by a vote Fund. If the Corporation terminates this Agreement, ADS shall be entitled to collect from the Fund, in addition to the compensation described under Section 11 hereof, the amount of a majority all of ADS' reasonable cash disbursements for services in connection with ADS' activities in effecting such termination, including without limitation, the delivery to the Corporation and/or its designees of the outstanding voting securities of Fund's property, records, instruments and documents, or any copies thereof. Subsequent to such termination, for a reasonable fee, ADS will provide the Corporation with reasonable access to all Fund documents or records, if any, remaining in its possession. Should the Fund on 60 days’ written notice exercise its right to terminate, all reasonable out-of-pocket expenses associated with the Adviser; or (ii) movement of records and material will be borne by the Adviser on 60 days’ written notice Fund. Additionally, ADS reserves the right to the Trust; provided however that the Board may terminate charge for any other reasonable costs and expenses associated with such termination. (e) The obligations of Sections 3, 5 and 9 shall survive any termination of this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as each series or class listed in Appendix A on the later of (i) July 15, 2002 or (ii) the date on which the Fund's Registration Statement relating to Shares of the date first written above; provided, that with respect to any Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain continue in effect with respect to a Series Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a Fundthe Series until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Directors of the Fund (I) who are not parties to this Agreement or interested persons of any such party (other than as Directors of the Fund) and (II) with respect to each Class of a Series for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the Class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Series, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Series or, with respect to each Class for which there is an effective Plan, a majority of Directors of the Fund who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that Fund. (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor's membership in the NASD. (e) If the Fund does not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 shall survive any termination of this Agreement with respect to a Series or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date hereof. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual one-year periods thereafter with respect to a the Fund; provided provided, however, that such continuance is specifically approved at least annually: annually (i) by the Board or by the a vote of a majority of the outstanding voting securities of the Fund, and, in either case; Fund and (ii) by a vote of a majority of Trustees of the Trust’s trustees Trust (I) who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust)) and (II) with respect to each class of a Fund for which there is an effective plan of distribution adopted pursuant to Rule 12b-1 under the Act, who do not have any direct or indirect financial interest in any such plan applicable to the class or in any agreements related to the plan, cast in person at a meeting called for the purpose of voting on such approval; provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser Forum may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated at any time with respect to a Fund at any timeFund, without the payment of any penalty: , (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective plan of distribution adopted pursuant to Rule 12b-1 under the Act, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such plan or in any agreements related to the plan, on 60 days’ ' written notice to the Adviser; Forum or (ii) by the Adviser Forum on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. . (d) This Agreement shall also automatically terminate immediately upon in the event of its assignment, the term "assignment" having the meaning set forth in Section 2(a)(4) of the Act; PROVIDED, that the Transfer of Forum's rights to the Distributor's 12b-1 Portion or the Distributor's Earned CDSC shall not cause a termination of this Agreement or be deemed to be an assignment for purposes of this Section 14(d).

EFFECTIVENESS, DURATION AND TERMINATION. (a) This With respect to a Fund, this Agreement shall become effective with respect to a Fund as of upon the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval later of: (i) its approval by a vote majority of the Trust's Trustees, including a majority of those trustees the Trustees who are not interested persons of the Trust who are not parties and, to this Agreement or interested persons the extent required under section 15(a) of such partythe Act, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that the Fund and to which this Agreement pertains, voting separately by Fund, or (2ii) a majority of such later date as the Board who are not interested parties of the Trustshall agree. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years twenty four (24) months from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual twelve-month periods thereafter with respect to a Fund(computed from each anniversary date of approval) or for such shorter period as may be specified by the Board in giving its approval as provided below; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the each Fund, and, ; and in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or such shorter period referred to above) if given within a period beginning not more than sixty (60) days prior to such anniversary, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given. The Trust shall promptly notify Adviser should the Agreement not be renewed pursuant to the procedures set forth in this paragraph. (c) This Agreement may be terminated with respect to by a Fund at any time, without the payment of any penalty: : (i1) by the Board Board, or by a vote of a majority of the outstanding voting securities of the Fund on 60 sixty (60) days’ ' written notice to the Adviser; or (ii2) by the Adviser on 60 sixty (60) days’ ' written notice to the Trust; provided however that , with copies to each of the Board Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may terminate this Agreement without prior written notice where specify to the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesAdviser. This Agreement shall terminate automatically and immediately upon its assignmentassignment by either party.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trustabove written. (b) This Agreement shall remain in effect with respect to a Fund for a period of two three (3) years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundtwelve-month periods; provided that such continuance is specifically approved at least annually: (i) annually by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) and by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderparty. (c) This In the event of a material breach of this Agreement by either party, the non-breaching part shall notify the breaching party in writing of such breach and upon receipt of such notice, the breaching party shall by 45 days to remedy the breach. If said breach is not remedied to the reasonable satisfaction of the non-breaching party, the non-breaching party may thereafter terminate this Agreement immediately. If after such termination for so long as IFS, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without limitation, the provisions dealing with indemnification, shall continue in full force and effect. Compensation due IFS and unpaid by the Trust upon such termination shall be terminated with respect immediately due and payable upon, and notwithstanding, such termination. (d) If at any time during the initial or any subsequent term of this Agreement, IFS is replaced as Administrator for any reason other than for a material breach of this Agreement which IFS does not cure within a reasonable time, or the Fund is merged into or sells all (or substantially all) of its assets to another fund or family of funds for which IFS does not serve as Administrator, then the Fund shall, immediately upon demand by IFS, make a one time cash payment equal to the net present value of the revenues IFS would have earned during the remainder of the initial or subsequent term of the Agreement, as the case may be, at the fee rate in effect at the time of such event (including any applicable minimum). For purposes of this paragraph, the asset figured used to calculate the fee due IFS hereunder shall be the highest monthly average assets of the Fund at any timetime during the 12 months immediately preceding the termination of IFS (or the merger or sale of assets) of the Fund. If the Trust terminates this Agreement IFS shall be entitled to collect from the Trust, in addition to the compensation described under Section 11 hereof, the amount of all of IFS’s reasonable cash disbursements for services in connection with IFS’s' activities in effecting such termination, including without limitation, the payment delivery to the Trust and/or its designees of the Trust's property, records, instruments and documents, or any penalty: (i) copies thereof. Subsequent to such termination, for a reasonable fee, IFS will provide the Trust with reasonable access to all Trust documents or records, if any, remaining in its possession. Should the Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Board or by a vote Fund. Additionally, IFS reserves the right to charge for any other reasonable costs and expenses associated with such termination. (e) The obligations of a majority Sections 3, 5 and 10 shall survive any termination of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignmentAgreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; providedFunds listed in Appendix A on August 19, that with respect to any Fund created after the initial date 2002. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of the date specified in Appendix A may have been deemed to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties relate to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that each Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain continue in effect with respect to a each Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a Fundthe Series until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of each Fund and (ii) by a vote of a majority of Directors of each Fund (I) who are not parties to this Agreement or interested persons of any such party (other than as Directors of the Funds) and (II) with respect to each Class of each Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the Class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of a Fund or, with respect to each Class for which there is an effective Plan, a majority of Directors of a Fund who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ written notice to the Trust; provided however that Funds. (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor’s membership in the NASD. (e) If a Fund does not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall terminate immediately upon its assignmentsurvive any termination of this Agreement with respect to each Fund or Class thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such partyparty cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. , or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Trust if the Board of Trustees, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in Section 1(b) of the 1940 Act, find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an Investment Adviser, as defined in the Advisers Act; provided that the Adviser shall have the opportunity, within ten (10) days of receipt of written notice, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can cannot or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as or Class on the earlier of the date first written above; provided, that with respect on which the applicable Company's Registration Statement relating to any the Shares of the Fund created after or Class becomes effective or the initial date of the commencement of operations of the Fund or Class. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: penalty (i) by the applicable Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ ' written notice to the Adviser; Forum or (ii) by the Adviser Forum on 60 120 days’ ' written notice to the Trustapplicable Company. Any termination shall be effective as of the date specified in the notice. (c) This Agreement may be terminated with respect to a Fund at any time where the other party has materially breached any of its obligations hereunder including, with respect to Forum, the failure by Forum to act consistently with the standard of care set forth in Section 10(a). Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided however provided, however, that no such termination shall be effective if, with respect to any breach that is capable of being cured, within such thirty (30) day period the Board may terminate breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (d) Upon notice of termination of this Agreement without prior written notice where by any party, Forum shall promptly transfer to the Board reasonably determines that party's successor transfer agent the Adviser can not original or is not expected copies of all books and records maintained by Forum under this Agreement including, in the case of records maintained on computer systems, copies of such records in machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor transfer agent in the establishment of the books and records necessary to render reasonable quality carry out the successor transfer agent's responsibilities. (e) The obligations of services. This Agreement Sections 3, 7, 8, 9, 10, 14, 15, and 17 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as on the later of (i) the date first above written above; provided, that with respect or (ii) the date on which the Trust's Registration Statement relating to any Shares of the Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a FundFund until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (x) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (y) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on 60 such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on sixty (60) days’ ' written notice to the Adviser; Forum or (ii) by the Adviser Forum on 60 sixty (60) days’ ' written notice to the Trust; provided however that . The duties and obligations of Forum and the Board Adviser to each other may be terminated by either party at any time with respect to a Fund, without the payment of any penalty on sixty (60) days' written notice to the other party. (d) This Agreement shall automatically terminate upon its assignment and upon the termination of Forum's membership in the NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from Forum to do so, Forum may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. Sections 5(e), 6(d), 7(b), 9, 10 and 11 shall survive any termination of this Agreement. (g) This Agreement and the rights and duties under this Agreement otherwise shall terminate immediately upon not be assignable by any party except by the specific written consent of the other parties; provided, that Forum may assign its assignmentrights to payments hereunder at any time, with prior notice to the Adviser. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of upon the date first written above; provided, that with respect to any Fund created after the initial date approval of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) Board, including a majority of the Board Trust's Trustees who are not interested parties of persons (as defined in the Trust1940 Act). (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the "Advisers Act"); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to the Fund immediately upon the later of approval by a Fund as majority of the date first written above; providedTrust's Trustees who are not interested persons (as defined in the 1▇▇▇ ▇▇▇) and, that with respect to any Fund created after the initial date of this Agreementif required by applicable law, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFund. (b) This Agreement shall remain in effect with respect to a Fund the Funds for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a Fundthe Funds; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date first written above; provided, that with respect to any Fund created after above upon the initial date approval of this Agreement, this Agreement shall take effect as by a majority of the date specified Board, including a majority of the Fund’s Trustees who are not interested persons (as defined in Appendix A to this Agreement following approval (ithe ▇▇▇▇ ▇▇▇) and approved by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of the Fund, provided that the Investment Management Agreement between the Fund and (2) the Adviser has also been so approved by a vote of a majority of the Board who are not interested parties outstanding voting securities of the TrustFund. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the TrustFund’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Investment Consultant may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect by the Fund if the Board, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Investment Consultant under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Adviser shall have the opportunity, within ten (10) days of receipt of a written notice, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Adviser; or (ii) by the Adviser on 60 days’ written notice to the Trust; provided however that Investment Consultant or (ii) by the Board may terminate this Agreement without prior Investment Consultant on 60 days’ written notice where to the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of servicesFund. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Investment Management Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as on the later of (i) the Effective Date or (ii) the date on which the Trust's Registration Statement relating to Shares of the date first written above; provided, that with respect to any Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the TrustFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years from the date of its effectivenessuntil August 31, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, 2009 and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a FundFund until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (x) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (y) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on 60 such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on sixty (60) days’ ' written notice to the Adviser; Foreside or (ii) by the Adviser Foreside on 60 sixty (60) days’ ' written notice to the Trust; provided however that . (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of Foreside's membership in the NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from Foreside to do so, Foreside may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality immediately. (f) The obligations of services. This Agreement Sections 5(d), 6(d), 8, 9 and 10 shall terminate immediately upon its assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of the date first written abovehereof; provided, however, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval has been approved by (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period 's Board of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by the vote of a majority of the Trust’s trustees 's Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), in accordance with all applicable provisions of the 1940 Act, and any applicable exemptive relief provided by the SEC. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided furtherthat such continuance is specifically approved at least annually (i) the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, howeverand, that if in either case, (ii) by the continuation vote of a majority of the Trust's Trustees who are not parties to this Agreement is not approved or interested persons of any such party (other than as to a Fundtrustees of the Trust), in accordance with all applicable provisions of the Adviser may continue to render to that Fund the services described herein in the manner 1940 Act, and to the extent permitted any applicable exemptive relief provided by the 1940 Act and the rules and regulations thereunderSEC. (c) This Agreement may be terminated with respect to a the Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 60 days’ ' written notice to the Adviser; Sub-advisor or (ii) by the Adviser Sub-advisor on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of the date first written abovehereof; provided, however, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval has been approved by (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period ’s Board of two years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: (i) by the Board Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by the vote of a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided furtherthat such continuance is specifically approved at least annually (i) by the vote of a majority of the Trust’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, howeverand, that if in either case, (ii) by the continuation vote of a majority of the Trust’s Trustees who are not parties to this Agreement is not approved or interested persons of any such party (other than as to trustees of the Trust), cast in person at a Fund, meeting called for the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunderpurpose of voting on such approval. (c) This Agreement may be terminated with respect to a the Fund at any time, without the payment of any penalty: , (i) by the Board Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund Fund, in each case on 60 days’ written notice to the Adviser; or Sub-adviser, (iiiii) by the Adviser on 60 days’ written notice to the Sub-adviser and the Trust; provided however that , or (iv) by the Board may terminate this Agreement without prior Sub-adviser on 60 days’ written notice where the Board reasonably determines that to the Adviser can not or is not expected to render reasonable quality of servicesand the Trust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement. (d) In the event that the Sub-adviser resigns pursuant to Section 6(c)(iv) above, if a replacement sub-adviser has not been hired prior to the end of the 60 day-notice period, then, provided that the Adviser has and shall continue to use its reasonable best efforts to have a replacement sub-adviser promptly appointed, the Sub-adviser agrees to continue to sub-advise the Fund after the end of the 60-day notice period, subject to the terms of this Agreement, until a replacement sub-adviser has been hired and commences management of the Fund.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as each series or class listed in Appendix A on the later of (i) _____, 2000 or (ii) the date on which the Fund's Registration Statement relating to Shares of the date first written above; provided, that with respect to any Fund created after the initial date becomes effective. Upon effectiveness of this Agreement, this it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement shall take effect as of may have been deemed to relate to the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain continue in effect with respect to a Series Fund for a period of two years one year from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event thereafter shall continue in effect for successive annual periods thereafter with respect to a Fundthe Series until terminated; provided provided, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Directors of the Fund (I) who are not parties to this Agreement or interested persons of any such party (other than as Directors of the Fund) and (II) with respect to each Class of a Series for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the Class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Series, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Series or, with respect to each Class for which there is an effective Plan, a majority of Directors of the Fund who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days’ ' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days’ ' written notice to the Trust; provided however that Fund. (d) This Agreement shall automatically terminate upon its assignment and upon the Board may termination of the Distributor's membership in the NASD. (e) If the Fund does not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 shall survive any termination of this Agreement with respect to a Series or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following the approval (i) by a vote of the a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such partyparty cast in person at a meeting called for the purpose of voting on this Agreement, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that the Fund's ’s outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two (2) years from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, effectiveness and in either event shall continue in effect for successive annual periods thereafter with respect to a the Fund; provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) Notwithstanding any other provision in this Section, this Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, on 30 days’ written notice, by a vote of a majority of the outstanding voting securities of the Fund on 60 days’ written notice to or by the Adviser; Adviser or (ii) by the Adviser Subadviser, on 60 days’ written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as immediately upon the change of control transaction, subject to the date first written above; provided, that with respect to any Fund created after the initial date approval of this Agreement, this Agreement shall take effect as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Fund's outstanding voting securities. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) Board, including a majority of the Board Trust's Trustees who are not interested parties of persons (as defined in the Trust1940 Act). (b) This Agreement shall remain in effect with respect to a Fund for a period shall, if not earlier terminated as provided herein, terminate upon the earlier of two years (1) 150 days from the date of its effectiveness, provided however, that with respect to any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafter with respect to a Fund; provided that such continuance is specifically approved at least annually: effectiveness or (i2) approval by the Board or by the vote of a majority of the outstanding voting securities of the FundBoard, and, in either case; (ii) by including a majority of the Trust’s trustees Trustees who are not parties to this Agreement or interested persons (as defined in the 1940 Act), of any such party (other than as trustees a separate subadvisory agreement between the Adviser and the Subadviser on behalf of the Trust); provided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may be terminated with respect to a the Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days’ ' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days’ ' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.