Common use of EFFECTIVENESS, DURATION AND TERMINATION Clause in Contracts

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this Agreement shall become effective upon the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund on 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon the date first written above; provided that with respect to each series or class listed in Appendix A on August 11, 1998. Upon effectiveness of this Agreement, it shall not take effect until approved by (i) a majority of supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain continue in effect with respect to a Series Trust for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowSeries 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 Fund, and, in either case, Trust 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 of the Trust); provided further) and (II) with respect to each Class of a Series for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Series, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund 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 30 60 days' written notice to Sub-Adviser the Distributor or (ii) by Sub-Adviser the Distributor on 90 60 days' written notice to the Trust, with copies to each . (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustDistributor's Trustees at their respective addresses set forth membership in the Trust's Registration Statement 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 immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall survive any termination of this Agreement with respect to a Series or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund on the later of (i) the date first above written above; provided that it shall not take effect until approved by or (iii) a majority of the date on which the Trust's Trustees, including a majority Registration Statement relating to Shares of the Trustees who are not interested persons Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the Trust, and (ii) parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund 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 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 this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 sixty (60) days' written notice to Sub-Adviser Forum or (ii) by Sub-Adviser Forum on 90 sixty (60) days' written notice to the Trust, with copies to each . (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustForum's Trustees at their respective addresses set forth membership in the Trust's Registration Statement or 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 such other address as such persons may specify to Sub-Adviser its option, terminate this Agreement immediately. (f) The obligations of Sections 5(d), 6(d), 8, 9 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund as of the date first written above; provided that specifically and individually indicated on Appendix A to this Agreement, as may be amended from time to time. Upon effectiveness of this Agreement, it shall not take effect until approved by (i) a majority of supersede all previous agreements between the Trust's Trustees, including a majority of parties hereto covering the Trustees who are not interested persons of the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of relate to each Fund to which this Agreement pertains, voting separately by classFund. (b) This Agreement shall remain continue in effect with respect to each Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowseries until 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 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 this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, : (i) by Quadra, upon approval of the Board, by the Board, 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 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 60 days' written notice to the TrustDistributor; or (ii) by the Distributor on 60 days' written notice to the Funds. (d) This Agreement shall automatically terminate upon its assignment and upon the 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 immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall survive any termination of this Agreement with copies respect to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement Fund or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided provided, that it with respect to any Fund created after the initial date of this Agreement, this Agreement shall not take effect until approved by as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons of the Trustsuch 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 extent required under section 15(adate on which such amendment is executed) of the Act, after approval by (1) a majority of the outstanding voting securities of each that Fund to which this Agreement pertains, voting separately by class.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 twenty four months one year from the date of its effectiveness 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 twelve-month annual periods (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 belowthereafter with respect to a 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 trustees of the Trust); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to a Fund, Sub-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 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 Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund on 30 60 days' ’ written notice to Sub-Adviser the Adviser; or (ii) by Sub-the Adviser on 90 60 days' ’ written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement Agreement shall terminate automatically and immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund on the later of (i) the date first above written above; provided that it shall not take effect until approved by or (iii) a majority of the date on which the Trust's Trustees, including a majority Registration Statement relating to Shares of the Trustees who are not interested persons Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the Trust, and (ii) parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund 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 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 this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 sixty (60) days' written notice to Sub-Adviser Forum or (ii) by Sub-Adviser Forum on 90 sixty (60) days' written notice to the Trust. The duties and obligations of Forum and the 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 immediately. (f) The obligations of 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 not be assignable by any party except by the specific written consent of the other parties; provided, that Forum may assign its rights to payments hereunder at any time, with copies prior notice to each 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 Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentparties hereto.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided provided, that it with respect to any Fund created after the initial date of this Agreement, this Agreement shall not take effect until approved by as of the date specified in Appendix A to this Agreement following approval (i) by a vote of a majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons of the Trustsuch 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 extent required under section 15(adate on which such amendment is executed) after approval by (1) a vote of the Act, a majority of the outstanding voting securities of each that Fund and (2) a vote of a majority of those trustees of the Trust who are not parties to which this Agreement pertains, voting separately by classor interested persons of such party. (b) This Agreement shall remain in effect with respect to a Fund for a period of twenty four months two years from the date of its effectiveness effectiveness; provided however, that with respect to any Fund created after the date of this Agreement first written above, this Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive twelve-month annual periods (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 belowthereafter with respect to a 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 trustees of the Trust); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to a Fund, Sub-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 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 Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund on 30 60 days' written notice to Sub-Adviser the Adviser; or (ii) by Sub-the Adviser on 90 60 days' written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement Agreement shall terminate automatically and immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classabove written. (b) This Agreement shall remain in if effect for a period of twenty four months three (3) years from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 belowperiods; 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) 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 givenparty. (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 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 limitation, the provisions dealing with the indemnification, shall continue in full force and effect. Compensation due GFS and unpaid by the Corporation upon such termination shall be terminated 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, without or 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 serve as transfer agent, then the Funds shall, immediately upon demand byGFS , make a one time cash payment of any penalty, (i) by Quadra, upon approval equal to the net present value of the Boardrevenues 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 designees 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 BoardCorporation. Additionally, or by a vote GFS 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 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignment.this Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided that it shall not take effect until approved by specified in Appendix A to this Agreement following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (iii) if required by the 1940 Act, by vote of a majority of the TrustFund's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classsecurities. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 defined in the Trust1940 Act); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the Subadviser may continue to render to the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the FundFunds, this Agreement shall become effective immediately upon the date first written above; provided that it shall not take effect until approved approval by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 FundFunds, 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 this Agreement or the continuation of this Agreement is not approved, Sub-the Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund Funds on 30 days' written notice to Sub-the Adviser or (ii) by Sub-the Adviser on 90 days' written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-the Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to the Fund as of the date first written abovehereof; provided provided, however, that it shall not take effect until the Agreement has been approved by (i) the vote of a majority of the Trust's Trustees, including a majority Board of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 Fund, and, in either case, (ii) by the vote of 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 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 vote of 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 continuation Trust), cast in person at a meeting called for the purpose of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 voting on 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 givenapproval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund Fund, in each case on 30 60 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' ’ written notice to the Sub-advisor, (iii) by the Advisor on 60 days’ written notice to the Sub-advisor and the Trust, with copies to each of or (iv) by the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser advisor on 60 days’ written notice to the Advisor and to legal counsel to the Trust. This agreement Agreement shall terminate automatically immediately (x) upon its assignment 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 immediately upon assignmentcommences management of the Portfolio.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided provided, that it with respect to any Fund created after the initial date of this Agreement, this Agreement shall not take effect until approved by as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons of the Trustsuch 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 extent required under section 15(adate on which such amendment is executed) of the Act, after approval by (1) a majority of the outstanding voting securities of each that Fund to which this Agreement pertains, voting separately by class.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 twenty four months one year from the date of its effectiveness 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 twelve-month annual periods (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 belowthereafter with respect to a 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 trustees of the Trust); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to a Fund, Sub-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 Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund on 30 60 days' ’ written notice to Sub-Adviser the Adviser; or (ii) by Sub-the Adviser on 90 60 days' ’ written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement Agreement shall terminate automatically and immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each series or class listed in Appendix A on the date first written above; provided that it shall not take effect until approved by later of (i) a majority of the Trust's Trustees______, including a majority of the Trustees who are not interested persons of the Trust, and 2000 or (ii) the date on which the Fund's Registration Statement relating to Shares of the Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFund. (b) This Agreement shall remain continue in effect with respect to a Series Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowSeries 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 Fund, and, in either case, Fund and (ii) by a vote of a majority of Directors of the Trust's Trustees 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 furtherFund) and (II) with respect to each Class of a Series for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Series, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 60 days' written notice to the Trust, with copies Distributor or (ii) by the Distributor on 60 days' written notice to each the Fund. (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustDistributor's Trustees at their respective addresses set forth membership in the Trust's Registration Statement 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 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 at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective with respect to a Fund immediately upon the date first written above; provided that it shall not take effect until approved approval of this Agreement by (i) a majority of the Board, including a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of (as defined in the Trust, and (ii) to the extent required under section 15(a) of the 1940 Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class). (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 Trust's ’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 this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon as of the date first written above; provided provided, that it with respect to any Fund created after the initial date of this Agreement, this Agreement shall not take effect until approved by as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons of such party cast in person at a meeting called for the Trustpurpose 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 extent required under section 15(adate on which such amendment is executed) of the Act, after approval by (1) a majority of the outstanding voting securities of each that Fund to which this Agreement pertains, voting separately by classand (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 defined in the Trust1940 Act); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the Subadviser may continue to render to the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classabove written. (b) This Agreement shall remain in effect for a period of twenty four months three (3) years from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 belowperiods; 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) and 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 givenparty. (c) This In the event of a material breach of this Agreement may be terminated at any timeby either party, without the payment non-breaching part shall notify the breaching party in writing of any penaltysuch breach and upon receipt of such notice, (i) the breaching party shall by Quadra, upon approval 45 days to remedy the breach. If said breach is not remedied to the reasonable satisfaction of the Boardnon-breaching party, by the Boardnon-breaching party may thereafter terminate this Agreement immediately. If after such termination for so long as ADS, or by a vote with the written consent of a majority of the outstanding voting securities of the Fund on 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice to 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 copies indemnification, shall continue in full force and effect. Compensation due ADS and unpaid by the 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 each another fund or family of funds for which ADS does not 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 designees of the Trust's Trustees at their respective addresses set forth 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's Registration Statement or at such other address as such persons may specify Trust exercise its right to Subterminate, all out-Adviser of-pocket expenses associated with the movement of records and to legal counsel to material will be borne by the Trust. This agreement 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 terminate automatically and immediately upon assignment.survive any termination of this Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon as of the date first written above; provided provided, that it with respect to any Fund created after the initial date of this Agreement, this Agreement shall not take effect until approved by as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons of such party cast in person at a meeting called for the Trustpurpose 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 extent required under section 15(adate on which such amendment is executed) of the Act, after approval by (1) a majority of the outstanding voting securities of each that Fund to which this Agreement pertains, voting separately by classand (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 Trust'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 this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund as of the date first written above; provided that specifically and individually indicated on Appendix A to this Agreement, as may be amended from time to time. Upon effectiveness of this Agreement, it shall not take effect until approved by (i) a majority of supersede all previous agreements between the Trust's Trustees, including a majority of parties hereto covering the Trustees who are not interested persons of the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of relate to each Fund to which this Agreement pertains, voting separately by classFund. (b) This Agreement shall remain continue in effect with respect to each Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowseries until 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 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 this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, : (i) by Quadra, upon approval of the Board, by the Board, 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 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 60 days' written notice to the TrustDistributor; or (ii) by the Distributor on 60 days' written notice to the Funds. (d) This Agreement shall automatically terminate upon its assignment and upon the 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 immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall survive any termination of this Agreement with copies respect to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement Fund or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided that it shall not take effect until approved by specified in Appendix A to this Agreement following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (iii) if required by the 1940 Act, by vote of a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the Fund’s outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classsecurities. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 defined in the Trust1940 Act); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the Subadviser may continue to render to the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' ’ written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' ’ written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the date first written above; provided that it shall not take effect until approved by (i) a majority of hereof and, with respect to each new Fund or Class referred to in Section 12, on the date on which the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) Registration Statement relating to the extent required under section 15(a) Shares of the Act, a majority of the outstanding voting securities of each such Fund to which this Agreement pertains, voting separately by classor Class becomes effective. (b) This Agreement shall remain continue in effect for a period of twenty four months from with respect to the date of its effectiveness Trust until May 1, 2003, and thereafter shall continue in effect for successive twelve-month periods (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 belowuntil 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 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 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 this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 sixty (60) days' written notice to Sub-Adviser the Distributor or (ii) by Sub-Adviser the Distributor on 90 sixty (60) days' written notice to the Trust, with copies to each . (e) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustDistributor's Trustees at their respective addresses set forth membership in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser NASD. All terms and to legal counsel provisions of this Agreement shall be binding upon, inure to the Trust. This agreement 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 automatically this Agreement immediately. (g) The obligations of Sections 5(d), 6(d), 8, 9 and immediately upon assignment10 shall survive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect This Agreement shall become 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 change of control resulting from the Fundsale of a majority equity interest in Subadvisor to Affiliated Managers Group, Inc. (b) Unless sooner terminated as provided herein, this Agreement shall become effective upon the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain continue in effect for a period of twenty four months 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 its effectiveness and the 1940 Act. Thereafter, if not terminated, this Agreement shall continue in effect automatically for successive twelve-month periods (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; 12 months each, 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 Fund, and, in either case, (ii) by a majority of the Trust's Trustees directors who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party party, cast in person at a meeting called for the purpose of voting on such approval, and (other than as Trustees ii) by the Fund's Board of Directors or by a vote of the Trust); provided further, however, that if this Agreement or holders of a majority of the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein outstanding voting securities (as defined in the manner and to 1940 Act) of the extent permitted by the 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 givenFund. (c) This Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 60 ▇▇▇▇' written notice to Subadvisor. This Agreement may also be terminated, without the payment of any penalty, by Advisor (i) upon 60 days' written notice to Sub-Adviser or Subadvisor; (ii) upon material breach by Sub-Adviser 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 (iii) immediately if, in the reasonable judgment of Advisor, Subadvisor becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadvisor or other circumstances that could adversely affect the Fund. Subadvisor may terminate this Agreement at any time, without payment of any penalty, on 90 60 days' written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the TrustAdvisor. This agreement Agreement shall terminate automatically and immediately in the event of its assignment (as defined in the 1940 Act) or upon assignmentthe terminat▇▇▇ ▇▇ ▇he Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund on the date first written above; provided that it shall not take effect until approved above upon the approval of this Agreement by (i) a majority of the Board, including a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons (as defined in the ▇▇▇▇ ▇▇▇) and approved by a vote of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this the Fund, provided that the Advisory Agreement pertains, between the Trust and the Adviser has also been so approved by a vote of a majority of the outstanding voting separately by classsecurities of the Fund. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 Trust's ’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 this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Amended and Restated Agreement shall become effective upon the date first written above; provided that it shall not take effect until approved by as of August 1, 2018 after 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 (other than as Trustees of the Trust's Trustees, including ) cast in person at a majority meeting called for the purpose of voting on the Trustees who are not interested persons of the TrustAgreement, and (ii) to if required by the extent required under section 15(a) 1940 Act or applicable SEC staff interpretations thereof, by vote of the Act, a majority of the Fund's outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classthe Fund. (b) This Agreement shall remain in effect for a period of twenty four months one year from the effective date of its effectiveness it was amended and restated and shall continue in effect for successive twelve-month annual periods (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 belowthereafter; provided provided, however, 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 ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as 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 this Agreement or the continuation of this Agreement is not approved, Sub-the Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 givenapplicable law. (c) This Agreement may be terminated 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 Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund on 30 sixty days' ’ written notice to Sub-Adviser the Adviser; or (ii) by Sub-the Adviser on 90 sixty days' ’ written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement Agreement shall terminate automatically and immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective with respect to the Fund immediately upon the date first written above; provided that it shall not take effect until approved later of approval by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust), and (ii) to the extent and, if required under section 15(a) by applicable law, by a vote of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classthe Fund. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 trustees of the Trust); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the 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 at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund Fund, in each case on 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 60 days' written notice to the Trust, with copies to each Subadviser. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth 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 Trust's Registration Statement reasonable belief of the Adviser or at such other address the Subadviser, materially impair the ability of the Adviser or the Subadviser to act as such persons may specify to Sub-Adviser and to legal counsel investment adviser or investment subadviser to the Trust. This agreement shall terminate automatically and immediately upon assignment.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) With respect to the Fund, this This Agreement shall become effective with respect to the Portfolio immediately upon the date first written above; provided that it shall not take effect until approved later of approval by (i) a majority of the Trust's Trustees, including a majority of the Trustees trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust) and, and (ii) to the extent if required under section 15(a) by applicable law, by a vote of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classthe Portfolio. (b) This Agreement shall remain in effect with respect to the Portfolio for a period of twenty four months one year from the date of its effectiveness and shall continue in effect for successive twelve-month periods (computed from each anniversary date of the approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowPortfolio; 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 FundPortfolio, 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); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to a Portfolio, Sub-Adviser the Subadviser may continue to render to that Portfolio the services described herein in the manner and to the extent permitted by the 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 at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities interests of the Fund a Portfolio on 30 60 days' written notice to Sub-Adviser or the Subadviser; (ii) by Sub-the Adviser on 90 60 days' written notice to the Subadvisor; or (iii) by the Subadviser on 60 days' written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement Agreement shall terminate automatically and immediately upon assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided that it shall not take effect until approved by specified in Appendix A to this Agreement following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (iii) if required by the 1940 Act, by vote of a majority of the TrustFund's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classsecurities. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 defined in the Trust1940 Act); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the Subadviser may continue to render to the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or, with copies respect to each a Fund, (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With This Agreement shall become effective with respect to the Fund as of the date hereof; and shall terminate 150 days after such effective date with respect to the Fund unless it has been approved by a majority of the Fund’s shareholders prior to such termination date (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 become effective upon the date first written above; provided that it shall not take continue in effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) with respect to the extent required under section 15(a) of Fund until the Actsecond anniversary hereof. Thereafter, a majority of the outstanding voting securities of each Fund to which if not terminated, this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by 12 months with respect to the Board in giving its approval as provided below; Fund, provided that 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, and, in either case, (ii) by the vote of 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 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 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 continuation 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 approvedAgreement, the amount in such escrow account (including interest earned) will be paid to the Sub-Adviser may continue 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 render this Agreement with respect to the services described herein Fund during the Interim Period (plus interest earned on that amount while in escrow), and (ii) the total amount in the manner and to the extent permitted by the Act and the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year escrow account (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 givenplus interest earned). (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, by the Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund Fund, (iii) by the Advisor on 30 60 days' ’ written notice to the Sub-Adviser advisor, or (iiiv) by the Sub-Adviser advisor on 90 60 days' ’ written notice to the Trust; provided, with copies to each however, that during the Interim Period the Trust’s Board of Trustees or a majority of the Trust's Trustees outstanding voting securities of the Fund may terminate this Agreement at their respective addresses set forth in any time, without the Trust's Registration Statement or at such other address as such persons may specify payment of any penalty, on ten days’ written notice to the Sub-Adviser and to legal counsel to the Trustadvisor. This agreement shall Agreement terminate automatically and immediately (x) upon assignmentits assignment or (y) upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided that it shall not take effect until approved by specified in Appendix A to this Agreement following the approval (i) by a vote of a majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons of the Trustsuch party, and (ii) to if required by the extent required under section 15(a) of the 1940 Act, by vote of a majority of the Fund’s outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classsecurities. (b) This Agreement shall remain in effect with respect to a Fund for a period of twenty four months two years from the date of its effectiveness provided however, that with respect to any Fund created after the date of this Agreement first written above, this Agreement shall remain in effect for an initial period of two years, and in ether event shall continue in effect for successive twelve-month annual periods (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 belowthereafter with respect to a 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 trustees of the Trust); provided furtherprovided, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to a Fund, Sub-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 givenother 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 Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund on 30 60 days' ’ written notice to Sub-Adviser the Adviser; or (ii) by Sub-the Adviser on 90 60 days' ’ written notice to the Trust. 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 copies to each the terms and conditions of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentExemptive Order.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective with respect to the Fund upon the date first written above; provided that it shall not take effect until approved approval of this Agreement by (i) a majority of the Board, including a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of (as defined in the Trust, and (ii) to the extent required under section 15(a) of the 1940 Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class). (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 defined in the Trust1940 Act); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the Subadviser may continue to render to the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund as of the corresponding effective date first written aboveindicated in Appendix A; provided provided, however, that it shall not take effect until the Agreement has been approved by (i) the vote of a majority of the Trust's Trustees, including a majority Board of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 Fund, and, in either case, (ii) by the vote of 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 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 vote of 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 continuation Trust), cast in person at a meeting called for the purpose of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 voting on 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 givenapproval. (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, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 60 days' written notice to the Sub-advisor or (ii) by the Sub-advisor on 60 days' written notice to the Trust and the Advisor. This Agreement shall terminate immediately (x) upon its assignment 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 copies respect to each 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 Trust's Trustees at their respective addresses set forth in Fund with respect to the Trust's Registration Statement or at such other address as such persons may specify 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-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentadvisor are paid in full.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective with respect to a Fund immediately upon the date first written above; provided that it shall not take effect until approved termination of the current subadvisory agreement between the Adviser and the Subadviser, subject to the approval of this Agreement by (i) a majority of the Trust's TrusteesBoard, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 Fund, and, in either case, (ii) by a majority of the Trust's Trustees who are not parties to this Agreement or interested persons (as defined in the 1940 Act). (b) This Agreement shall, if not terminated as provided herein, terminate upon the earlier of any such party (other than as Trustees i) 150 days from the date of its effectiveness, and (ii) approval by a majority of the Board, including a majority of the Trust’s Trustees who are not interested persons (as defined in the 1940 Act), of a separate subadvisory agreement between the Adviser and the Subadviser on behalf of the Fund (“New Agreement”); provided furtherthat such New Agreement may not become effective until such time as a new, howeverpermanent investment advisory agreement between the Trust and the Adviser, that if this Agreement or as approved by a majority of the continuation Board, including a majority of this Agreement is the Trust’s Trustees who are not approved, Sub-Adviser may continue to render the services described herein interested persons (as defined in the manner and to 1940 Act), has been approved by a majority of the extent permitted by the 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 givenFund’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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon the date first written above; provided that with respect to each series or class listed in Appendix A on August 19, 2002. Upon effectiveness of this Agreement, it shall not take effect until approved by (i) a majority of supersede all previous agreements between the Trust's Trustees, including a majority of parties hereto covering the Trustees who are not interested persons of the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFund. (b) This Agreement shall remain continue in effect with respect to a Series Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowSeries 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 Fund, and, in either case, Fund and (ii) by a vote of a majority of Directors of the Trust's Trustees 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 furtherFund) and (II) with respect to each Class of a Series for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Series, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 60 days' written notice to the Trust, with copies Distributor or (ii) by the Distributor on 60 days' written notice to each the Fund. (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustDistributor's Trustees at their respective addresses set forth membership in the Trust's Registration Statement 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 immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall survive any termination of this Agreement with respect to a Series or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective with respect to the Fund immediately upon the date first written above; provided that it shall not take effect until approved later of approval by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons (as defined in the 1▇▇▇ ▇▇▇) and, if required by applicable law, by a vote of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classthe Fund. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 Trust's ’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 this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the Subadviser may continue to render to the 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 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 the Fund at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided provided, that it with respect to any Fund created after the initial date of this Agreement, this Agreement shall not take effect until approved by (i) a majority as of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) date specified in Appendix A to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by the Board in giving its following approval as provided below; 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 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, and (other than as Trustees 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 Trust); provided further, however, that if date specified in the amendment to Appendix A to this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 relating to such anniversaryFund or, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since if no date is specified, the date on which such amendment is executed) after approval was last givenby (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 Trust who are not parties to this Agreement or interested persons of such party. (b) If not earlier terminated as provided herein, this Agreement 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 and the Trust 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 Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund on 30 60 days' written notice to Sub-Adviser the Adviser; or (ii) by Sub-the Adviser on 90 60 days' written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement Agreement shall terminate automatically and immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classabove written. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall will continue in effect for one year and automatically renew for successive twelve-month periods one (computed from each anniversary date of approval1) or for such shorter period as may be specified by the Board in giving its approval as provided belowyear 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 either party may terminate this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted without cause by the 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 providing sixty (60) days days’ written notice to the other party; provided that should the Adviser terminate this Agreement pursuant to this Section prior to such anniversary, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since first anniversary of the 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 which such approval was last givenAppendix B hereto minus the total amount paid by Adviser prior to termination of this Agreement. (c) This Agreement may be terminated at any time, without Notwithstanding anything to the payment of any penaltycontrary in this Agreement, (i) by QuadraForeside or Adviser may terminate this Agreement immediately without notice upon the issuance, or upon approval the reasonable likelihood of the Boardissuance, by the Boardany federal, state or by a vote local regulatory body of a majority of the outstanding voting securities of the Fund on 30 days' written notice any administrative or regulatory sanction or penalty against Foreside or Adviser concerning or relating to Sub-Adviser or this Agreement and (ii) either party may terminate this Agreement immediately without notice upon (1) any material failure by Sub-Adviser on 90 days' written notice 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 Trustextent 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 copies notice and 7 days to each 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 to or upon the date of termination, Adviser shall pay to Foreside any and all fees and reimbursements due as of the Trust's Trustees at their respective addresses set forth end of the month of termination, For the avoidance of doubt, nothing in this subsection (e) shall affect the Trust's Registration Statement or at such other address as such persons may specify obligations of Adviser pursuant to Sub-Adviser Section 11(b). (g) The provisions of Sections 5, 6, 7, 10, 11,12, 14 and to legal counsel to the Trust. This agreement 15 shall terminate automatically and immediately upon assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the date first written above; provided that it Effective Date. This Agreement shall not take continue in effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classterminated. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 at any time, without the payment of any penalty, : (i) by Quadrawith or without cause, upon approval of the Boardat 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 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice to the Trustother 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 non-breaching party on at least sixty (60) days’ written notice thereof to the other 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 copies respect to each any breach that is capable of being cured prior to the Trust's Trustees at their respective addresses date set forth in the Trust's Registration Statement or at termination notice, the breaching party has cured such other address as such persons may specify to Sub-Adviser and to legal counsel breach to the Trustreasonable 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. This agreement Should the Fund or Atlantic exercise its right to terminate this Agreement, the Fund shall terminate automatically reimburse Atlantic for Atlantic’s reasonable costs associated with the copying and immediately upon assignmentmovement 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) of subsection (b) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above. (d) The provisions of Sections 3, 4, 5, 6, 7, 8, 9 and 12 shall survive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided that it shall not take effect until approved by specified in Appendix A to this Agreement following the approval (i) by a vote of a majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons of the Trustsuch party, and (ii) to if required by the extent required under section 15(a) of the 1940 Act, by vote of a majority of the Fund's outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classsecurities. (b) This Unless earlier terminated, this Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein defined in the manner and to the extent permitted by the 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 given1940 Act. (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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund on 30 days' written notice to Sub-Adviser or Fund, (ii) by Sub-the Adviser on 90 60 days' written notice to the Trust, with copies Subadviser or (iii) by the Subadviser on 60 days' written notice to the Trust and the Adviser. This Agreement shall terminate immediately (x) upon its assignment without the prior written consent of each of the Trust's Trustees at their respective addresses set forth in Advisor and the Trust's Registration Statement Subadviser and the approval of the Trust or at such other address as such persons may specify to Sub-Adviser and to legal counsel to (y) upon termination of the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund on the later of (i) the date first above written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and or (ii) the date on which the Trust’s Registration Statement relating to Shares of a Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect for a period of twenty four months from the date of its effectiveness until November 24, 2009 and thereafter shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund 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 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 of the Trust); provided further) and (II) with respect to each class of a Fund for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 60 days' written notice to Sub-Adviser the Distributor or (ii) by Sub-Adviser the Distributor on 90 60 days' written notice to the Trust, with copies to each . (d) This Agreement shall automatically terminate upon its assignment (as such term is defined under the 194▇ ▇▇▇) ▇nd upon the termination of the Trust's Trustees 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 their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser its option, terminate this Agreement immediately. (f) The obligations of Sections 5(d), 6(d), 8, 9 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classabove written. (b) This Agreement shall remain in effect for a period of twenty four months three (3) years from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 belowperiods; 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) and 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 givenparty. (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 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, without 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 of any penalty, (i) by Quadra, upon approval equal to the net present value of the Board, by revenues ADS would have earned during the Board, or by a vote of a majority remainder of the outstanding voting securities 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 on 30 days' written notice at any time 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 Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice 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 copies ADS's' activities in effecting such termination, including without limitation, the delivery to each the Trust and/or its designees of the Trust's Trustees at their respective addresses set forth 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's Registration Statement or at Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Fund. Additionally, ADS reserves the right to charge for any other reasonable costs and expenses associated with such other address as such persons may specify to Sub-Adviser termination. (e) The obligations of Sections 3, 5 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignment.survive any termination of this Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund as of the corresponding effective date first written aboveset forth in Appendix A; provided provided, however, that it shall not take effect until with respect to a Fund the Agreement has been approved by (i) the vote of a majority of the Trust's Trustees, including a majority Board of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 Fund, and, in either case, (ii) by the vote of 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 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 vote of 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 continuation Trust), cast at a meeting called for the purpose of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 voting on 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 givenapproval. (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, by the Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund Fund, in each case on 30 60 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' ’ written notice to the Sub-advisor, (iii) by the Advisor on 60 days’ written notice to the Sub-advisor and the Trust, with copies to each of or (iv) by the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser advisor on 60 days’ written notice to the Advisor and to legal counsel to the Trust. This agreement Agreement shall terminate automatically immediately (x) upon its assignment 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 immediately upon assignmentthe 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) With respect to the Fund, this This Agreement shall become effective upon as of the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which set forth above in this Agreement pertains, voting separately by classAgreement. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; provided that 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, and, in either case, (ii) by the vote of 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 trustees of the Trust); provided further, however, that if this Agreement or cast in person at a meeting called for the continuation purpose of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 voting on 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 givenapproval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund on 30 days' written notice to Sub-Adviser or (iiiii) by Sub-Adviser the Advisor on 90 60 days' written notice to the TrustSub-advisor or (iv) by the Sub-advisor, subject to the provisions of Section 7 below, on 60 days' written notice to the Trust or (v) by the Advisor or the Sub-advisor in accordance with copies to each Section 6(d) below. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth 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 Trust's Registration Statement or at such other address as such persons may specify to event that: (i) the Sub-Adviser and to legal counsel 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 Trust. This agreement 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 terminate automatically and immediately upon assignmentgo 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) With respect to the Fund, this Agreement shall become effective upon the date first written above; provided that it shall not take effect until approved by by: (i1) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, ; and (ii2) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each the Fund to which this Agreement pertains, voting separately by classFund. (b) This Agreement shall remain in effect for a period of twenty twenty-four (24) months from the date of its effectiveness and shall continue in effect for successive twelve-twelve (12) month periods (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: (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 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, Sub-Adviser the Subadviser may continue to render the services described herein in the manner and to the extent permitted by the 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 at any time, without the payment of any penalty, : (i1) by QuadraPayson, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund Fund, in each case on 30 sixty (60) days' written notice to Sub-Adviser Subadviser; or (ii2) by Sub-Adviser the Subadviser on 90 sixty (60) days' written notice to the Trust, with copies to Payson and each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser the Subadviser and to legal counsel to the Trust. This agreement Agreement shall terminate automatically and immediately upon assignmentassignment or upon termination of the Advisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the latter of the date first above written above; provided that it shall not take effect until approved by (i) a majority of or the Trust's Trustees, including a majority of date upon which the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classcommences investment operations. (b) This Agreement shall remain in effect for a period of twenty four months three (3) years from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 belowperiods; 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) 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 giventhereto. (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 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, without 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 of any penalty, (i) by Quadra, upon approval equal to the net present value of the Board, by revenues ADS would have earned during the Board, or by a vote of a majority remainder of the outstanding voting securities 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 on 30 days' written notice to Sub-Adviser at any time during the 12 months immediately preceding the termination of ADS (or (iithe merger or sale of assets) by Sub-Adviser on 90 days' written notice the Fund. If the Corporation terminates this Agreement, ADS shall be entitled to collect from the Fund, in addition to the Trustcompensation described under Section 11 hereof, the amount of all of ADS' reasonable cash disbursements for services in connection with copies ADS' activities in effecting such termination, including without limitation, the delivery to each the Corporation and/or its designees of the TrustFund's Trustees at their respective addresses set forth 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 Trust's Registration Statement or at Fund exercise its right to terminate, all reasonable out-of-pocket expenses associated with the movement of records and material will be borne by the Fund. Additionally, ADS reserves the right to charge for any other reasonable costs and expenses associated with such other address as such persons may specify to Sub-Adviser termination. (e) The obligations of Sections 3, 5 and to legal counsel to the Trust. This agreement 9 shall terminate automatically and immediately upon assignment.survive any termination of this Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund on the later of (i) the date first above written above; provided that it shall not take effect until approved by or (iii) a majority of the date on which the Trust's Trustees, including a majority Registration Statement relating to Shares of the Trustees who are not interested persons Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the Trust, and (ii) parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund 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 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 of the Trust); provided further) and (ii) with respect to each class of a Fund for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 60 days' written notice to Sub-Adviser the Distributor or (ii) by Sub-Adviser the Distributor on 90 60 days' written notice to the Trust, with copies to each . (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustDistributor's Trustees at their respective addresses set forth membership in the Trust's Registration Statement or 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 such other address as such persons may specify to Sub-Adviser its option, terminate this Agreement immediately. (f) The obligations of Sections 5(d), 6(d), 8, 9 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to the Fund as of the date first written abovehereof; provided provided, however, that it shall not take effect until the Agreement has been approved by (i) the vote of a majority of the Trust's Trustees, including a majority Board of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 Fund, and, in either case, (ii) by the vote of 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 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 vote of 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 continuation Trust), in accordance with all applicable provisions of this Agreement is not approvedthe 1940 Act, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted any applicable exemptive relief provided by the 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 givenSEC. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 30 60 days' written notice to the Sub-Adviser advisor or (ii) by the Sub-Adviser advisor on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to the Fund as of the date first written abovehereof; provided provided, however, that it shall not take effect until the Agreement has been approved by (i) the vote of a majority of the Trust's Trustees, including a majority ’s Board of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 Fund, and, in either case, (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 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 vote of 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 continuation Trust), cast in person at a meeting called for the purpose of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 voting on 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 givenapproval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or (ii) by a vote of a majority of the outstanding voting securities of the Fund Fund, in each case on 30 60 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' ’ written notice to the Sub-adviser, (iii) by the Adviser on 60 days’ written notice to the Sub-adviser and the Trust, with copies to each of or (iv) by the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-adviser on 60 days’ written notice to the Adviser and to legal counsel to the Trust. This agreement Agreement shall terminate automatically immediately (x) upon its assignment 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 immediately upon assignmentshall 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) With respect to the Fund, this This Agreement shall become effective upon with respect to each series or class listed in Appendix A on the date first written above; provided that it shall not take effect until approved by later of (i) a majority of the Trust's Trustees_____, including a majority of the Trustees who are not interested persons of the Trust, and 2000 or (ii) the date on which the Fund's Registration Statement relating to Shares of the Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFund. (b) This Agreement shall remain continue in effect with respect to a Series Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowSeries 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 Fund, and, in either case, Fund and (ii) by a vote of a majority of Directors of the Trust's Trustees 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 furtherFund) and (II) with respect to each Class of a Series for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Series, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 60 days' written notice to the Trust, with copies Distributor or (ii) by the Distributor on 60 days' written notice to each the Fund. (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustDistributor's Trustees at their respective addresses set forth membership in the Trust's Registration Statement 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 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 at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided that it shall not take effect until approved by specified in Appendix A to this Agreement following the approval (i) by a vote of a majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons of such party cast in person at a meeting called for the Trustpurpose of voting on this Agreement, and (ii) to if required by the extent required under section 15(a) 1940 Act or applicable staff interpretations thereof, by vote of the Act, a majority of the Fund’s outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classsecurities. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two (2) years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 defined in the Trust1940 Act); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the Subadviser may continue to render to the 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 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 Quadra, upon approval of the Board, by the Boardon 30 days’ written notice, or by a vote of a majority of the outstanding voting securities of the Fund on 30 days' written notice to Sub-or by the Adviser or (ii) by Sub-Adviser the Subadviser, on 90 60 days' ’ written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund on the date first written above; provided that it shall not take effect until approved above upon the approval of this Agreement by (i) a majority of the Trust's TrusteesBoard, including a majority of the Fund’s Trustees who are not interested persons (as defined in the 1▇▇▇ ▇▇▇) and approved by a vote of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each the Fund, provided that the Investment Management Agreement between the Fund to which this Agreement pertains, and the Adviser has also been so approved by a vote of a majority of the outstanding voting separately by classsecurities of the Fund. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 Trust's Fund’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 this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the 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. 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' ’ written notice to Sub-Adviser the Investment Consultant or (ii) by Sub-Adviser the Investment Consultant on 90 60 days' ’ written notice to the Trust, with copies to each Fund. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentInvestment Management Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund or Class on the earlier of the date first written above; provided that on which the applicable Company's Registration Statement relating to the Shares of the Fund or Class becomes effective or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this Agreement, it shall not take effect until approved by (i) a majority of supersede all previous agreements between the Trust's Trustees, including a majority of parties hereto covering the Trustees who are not interested persons of the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by terminated with respect to a Fund at any time, without the Board in giving its approval as provided below; provided that such continuance is specifically approved at least annually payment of any penalty (i) by the applicable Board on 60 days' written notice to Forum 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and Forum on 120 days' written notice to the extent permitted by the Act and the rules and regulations thereunderapplicable Company. The annual approvals provided for herein Any termination 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 as of the date on which such approval was last givenspecified in the notice. (c) This Agreement may be terminated with respect to a Fund at any time, without time where the payment other party has materially breached any of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund on 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice to the Trustits obligations hereunder including, with copies respect to each Forum, the failure by Forum to act consistently with the standard of the Trust's Trustees at their respective addresses 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 Trust's Registration Statement or at non-breaching party, which termination notice shall describe the breach; provided, however, that no such other address as termination shall be effective if, with respect to any breach that is capable of being cured, within such persons may specify to Sub-Adviser and to legal counsel thirty (30) day period the breaching party has cured such breach to the Trust. This agreement reasonable satisfaction of the non-breaching party. (d) Upon notice of termination of this Agreement by any party, Forum shall terminate automatically promptly transfer to the party's successor transfer agent the original or copies of all books and immediately upon assignmentrecords 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 carry out the successor transfer agent's responsibilities. (e) The obligations of Sections 3, 7, 8, 9, 10, 14, 15, and 17 shall survive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund on the later of (i) the date first above written above; provided that it shall not take effect until approved by or (iii) a majority of the date on which the Trust's Trustees, including a majority Registration Statement relating to Shares of the Trustees who are not interested persons Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the Trust, and (ii) parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund 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 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 this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 sixty (60) days' written notice to Sub-Adviser Forum or (ii) by Sub-Adviser Forum on 90 sixty (60) days' written notice to the Trust. The duties and obligations of Forum and the 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 immediately. (f) The obligations of 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 not be assignable by any party except by the specific written consent of the other parties; provided, that Forum may assign its rights to payments hereunder at any time, with copies prior notice to each 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 Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentparties hereto.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to the Fund as of the date first written above; provided that it shall not take effect until approved by specified in Appendix A to this Agreement following the approval (i) by a vote of a majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) of such party cast in person at a meeting called for the Trustpurpose of voting on this Agreement, and (ii) to if required by the extent required under section 15(a) 1940 Act or applicable staff interpretations thereof, by vote of the Act, a majority of the Fund's outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classsecurities. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 defined in the Trust1940 Act); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the Subadviser may continue to render to the 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 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 the Fund at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective with respect to the Fund immediately upon the date first written above; provided that it shall not take effect until approved change of control transaction, subject to the approval of this Agreement by (i) a majority of the Trust's TrusteesBoard, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 Fund, and, in either case, (ii) by a majority of the Trust's Trustees who are not parties to this Agreement or interested persons (as defined in the 1940 Act). (b) This Agreement shall, if not earlier terminated as provided herein, terminate upon the earlier of any such party (other than as Trustees 1) 150 days from the date of its effectiveness or (2) approval by a majority of the Board, including a majority of the Trust); provided further, however, that if this Agreement or the continuation of this Agreement is ’s Trustees who are not approved, Sub-Adviser may continue to render the services described herein interested persons (as defined in the manner and to 1940 Act), of a separate subadvisory agreement between the extent permitted by the Act Adviser 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 Subadviser on behalf of the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last givenFund. (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 the Fund at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classabove written. (b) This Agreement shall remain in effect for a period of twenty four months three (3) years from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 belowperiods; 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) and 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 givenparty. (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 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, without 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 of any penalty, (i) by Quadra, upon approval equal to the net present value of the Board, by revenues IFS would have earned during the Board, or by a vote of a majority remainder of the outstanding voting securities 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 on 30 days' written notice at any time 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 Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice 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 copies IFS’s' activities in effecting such termination, including without limitation, the delivery to each the Trust and/or its designees of the Trust's Trustees at their respective addresses set forth property, records, instruments and documents, or any 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 Trust's Registration Statement or at Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Fund. Additionally, IFS reserves the right to charge for any other reasonable costs and expenses associated with such other address as such persons may specify to Sub-Adviser termination. (e) The obligations of Sections 3, 5 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classabove written. (b) This Agreement shall remain in effect for a period of twenty four months three (3) years from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 belowperiods; 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) and 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 givenparty. (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 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, without 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 of any penalty, (i) by Quadra, upon approval equal to the net present value of the Board, by revenues IFS would have earned during the Board, or by a vote of a majority remainder of the outstanding voting securities 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 on 30 days' written notice at any time 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 Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice 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 copies IFS's activities in effecting such termination, including without limitation, the delivery to each the Trust and/or its designees of the Trust's Trustees at their respective addresses set forth property, records, instruments and documents, or any 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 Trust's Registration Statement or at Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Fund. Additionally, IFS reserves the right to charge for any other reasonable costs and expenses associated with such other address as such persons may specify to Sub-Adviser termination. (e) The obligations of Sections 3, 5 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignment.survive any termination of this Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to the date first written above; provided that Funds listed in Appendix A on August 19, 2002. Upon effectiveness of this Agreement, it shall not take effect until approved by (i) a majority of supersede all previous agreements between the Trust's Trustees, including a majority of parties hereto covering the Trustees who are not interested persons of the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of relate to each Fund to which this Agreement pertains, voting separately by classFund. (b) This Agreement shall remain continue in effect with respect to each Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowSeries 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 Fund, and, in either case, each Fund and (ii) by a vote of a majority of the Trust's Trustees 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 this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 60 days' ’ written notice to Sub-Adviser the Distributor or (ii) by Sub-Adviser the Distributor on 90 60 days' ’ written notice to the TrustFunds. (d) This Agreement shall automatically terminate upon its assignment and upon the 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 immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall survive any termination of this Agreement with copies respect to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement Fund or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each series or class listed in Appendix A on the date first written above; provided that it shall not take effect until approved by later of (i) a majority of the Trust's TrusteesAugust 31, including a majority of the Trustees who are not interested persons of the Trust, and 1997 or (ii) the date on which a Company's Registration Statement relating to Shares of the Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund until terminated; provided provided, that such continuance is specifically approved at least 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 this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a series or class, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 60 days' written notice to the Trust, with copies Distributor or (ii) by the Distributor on 60 days' written notice to each the applicable Company. (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustDistributor's Trustees at their respective addresses set forth membership in the Trust's Registration Statement 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 with that 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 at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentCompany.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classabove written. (b) This Agreement shall remain in effect for a period of twenty four months three (3) years from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 belowperiods; 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) and 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 givenparty. (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 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, without 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 of any penalty, (i) by Quadra, upon approval equal to the net present value of the Board, by revenues IFS would have earned during the Board, or by a vote of a majority remainder of the outstanding voting securities 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 on 30 days' written notice at any time 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 Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice 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 copies IFS's' activities in effecting such termination, including without limitation, the delivery to each the Trust and/or its designees of the Trust's Trustees at their respective addresses set forth property, records, instruments and documents, or any 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 Trust's Registration Statement or at Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Fund. Additionally, IFS reserves the right to charge for any other reasonable costs and expenses associated with such other address as such persons may specify to Sub-Adviser termination. (e) The obligations of Sections 3, 5 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignment.survive any termination of this Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund on the date first written above; provided that hereof. Upon effectiveness of this Agreement, it shall not take effect until approved by (i) a majority of supersede all previous agreements between the Trust's Trustees, including a majority of parties hereto covering the Trustees who are not interested persons of the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and shall continue in effect for successive twelveone-month year periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; provided provided, however, 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 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 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 this Agreement or the continuation of this Agreement is not approvedapproved as to a Fund, Sub-Adviser Forum may continue to render to the Fund the services described herein in the manner and to the extent permitted by the 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 at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 60 days' written notice to Sub-Adviser Forum or (ii) by Sub-Adviser Forum on 90 60 days' written notice to the Trust. (d) This Agreement shall also automatically terminate in the event of its assignment, with copies to each of the Trust's Trustees at their respective addresses term "assignment" having the meaning set forth in Section 2(a)(4) of the TrustAct; provided, that the Transfer of Forum's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel rights to the Trust. This agreement Distributor's 12b-1 Portion or the Distributor's Earned CDSC shall terminate automatically and immediately upon assignmentnot 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) With respect to the Fund, this This Agreement shall become effective upon the date first written above; provided that it shall not take effect until approved by as of August 1, 2022 after approval (i) by a vote of the majority of the Trust's Trustees, including a majority those Trustees of the Trustees Fund who are not parties to this Agreement or interested persons of such party (other than as Trustees of the TrustFund) cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) to if required by the extent required under section 15(a) 1940 Act or applicable SEC staff interpretations thereof, by vote of the Act, a majority of the Fund’s outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classsecurities. (b) This Agreement shall remain in effect for a period of twenty four months two years from the effective date of its effectiveness and shall continue in effect for successive twelve-month annual periods (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 belowthereafter; provided provided, however, 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 Fund’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as 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 this Agreement or the continuation of this Agreement is not approved, Sub-the Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 givenapplicable law. (c) This Agreement may be terminated 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 Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund on 30 sixty days' ’ written notice to Sub-Adviser the Adviser; or (ii) by Sub-the Adviser on 90 sixty days' ’ written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the TrustFund. This agreement Agreement shall terminate automatically and immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With This Agreement shall become effective as of the date first written; provided, that with respect to any Fund created after the Fundinitial date of this Agreement, this Agreement shall become effective upon take effect as of the date first written above; provided that it shall not take effect until approved by specified in Appendix A to this Agreement following approval (i) by a vote of the majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons of such party cast in person at a meeting called for the Trustpurpose 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 extent required under section 15(adate on which such amendment is executed) of the Act, after approval by (1) a majority of the outstanding voting securities of each that Fund to which this Agreement pertains, voting separately by classand (2) a majority of the Board who are not interested parties of the Trust. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 Trust'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 this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective with respect to the Fund upon the date first written above; provided that it shall not take effect until approved approval of this Agreement by (i) a majority of the Board, including a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of (as defined in the Trust, and (ii) to the extent required under section 15(a) of the 1940 Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class). (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 defined in the Trust1940 Act); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the Subadviser may continue to render to the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective with respect to the Fund immediately upon the date first written above; provided that it shall not take effect until approved later of approval by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons (as defined in the 1▇▇▇ ▇▇▇) and, if required by applicable law, by a vote of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classthe Fund. (b) This Agreement shall remain in effect with respect to the Funds for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFunds; 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 Trust's ’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 this Agreement or the continuation of this Agreement is not approvedapproved as to a Fund, Sub-Adviser the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the a Fund, this Agreement shall become effective upon the date first written above; provided that it shall not take effect until approved by later of: (i) its approval by a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the TrustTrust and, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each the Fund to which this Agreement pertains, voting separately by classFund, or (ii) such later date as the parties shall agree. (b) This Agreement shall remain in effect with respect to a Fund for a period of twenty four (24) months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 each Fund, and, ; 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 this Agreement or the continuation of this Agreement is not approvedapproved as to a Fund, Sub-the Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 by a Fund at any time, without the payment of any penalty, : (i1) by Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund on 30 sixty (60) days' written notice to Sub-Adviser Adviser; or (ii2) by Sub-the Adviser on 90 sixty (60) days' written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the TrustAdviser. This agreement Agreement shall terminate automatically and immediately upon assignmentassignment by either party.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to the Fund as of the date first written abovehereof; provided provided, however, that it shall not take effect until the Agreement has been approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 vote of a majority of the Board 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 ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as Trustees 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 Board or by the vote of a majority of the outstanding voting securities of the Fund, howeverand, that if in either case, (ii) by the vote of 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 continuation Trust), cast in person at a meeting called for the purpose of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 voting on 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 givenapproval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 30 60 days' ’ written notice to the Sub-Adviser advisor or (ii) by the Sub-Adviser advisor on 90 60 days' ’ written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in Advisory Agreement. (d) In the Trust's Registration Statement or at such other address as such persons may specify to event that the Sub-Adviser and advisor resigns pursuant to legal counsel Section 6(c)(ii) above, if a replacement sub-adviser has not been hired prior to the Trustend of the 60 day-notice period, then, provided that the Advisor has and shall continue to use its reasonable best efforts to have a replacement sub-adviser promptly appointed, 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 (including, without limitation, the compensation that is due to the Sub-advisor hereunder as consideration for its services), until a replacement sub-adviser has been hired and commences management of the Fund. This agreement Notwithstanding the foregoing, in no event shall terminate automatically and immediately upon assignmentthe Sub-advisor be required to sub-advise the Fund for longer than 120 days after the termination of the 60-day period.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each series or class listed in Appendix A on the date first written above; provided that it shall not take effect until approved by later of (i) a majority of the Trust's Trustees____________, including a majority of the Trustees who are not interested persons of the Trust, and 2000 or (ii) the date on which the Fund's Registration Statement relating to Shares of the Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFund. (b) This Agreement shall remain continue in effect with respect to a Series Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowSeries 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 Fund, and, in either case, Fund and (ii) by a vote of a majority of Directors of the Trust's Trustees 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 furtherFund) and (II) with respect to each Class of a Series for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Series, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 60 days' written notice to the Trust, with copies Distributor or (ii) by the Distributor on 60 days' written notice to each the Fund. (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustDistributor's Trustees at their respective addresses set forth membership in the Trust's Registration Statement 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 immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall survive any termination of this Agreement with respect to a Series or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this Agreement shall become effective upon the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 at any time, without the payment of any penalty, (i) by QuadraWestwood, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund on 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund on the date first written above; provided that it shall not take effect until approved above upon the approval of this Agreement by (i) a majority of the Board, including a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons (as defined in the 1940 Act), provided that the Advisory Agreement between the Trust and the Adviser has been approved by a vote of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classthe Fund. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 Trust's ’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 this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' written notice to Sub-Adviser the Subadviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund on the date first written above; provided that hereof. Upon effectiveness of this Agreement, it shall not take effect until approved by (i) a majority of supersede all previous agreements between the Trust's Trustees, including a majority of parties hereto covering the Trustees who are not interested persons of the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and shall continue in effect for successive twelveone-month year periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; provided provided, however, 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 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 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 this Agreement or the continuation of this Agreement is not approvedapproved as to a Fund, Sub-Adviser Forum may continue to render to the Fund the services described herein in the manner and to the extent permitted by the 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 at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 60 days' written notice to Sub-Adviser Forum or (ii) by Sub-Adviser Forum on 90 60 days' written notice to the Trust. (d) This Agreement shall also automatically terminate in the event of its assignment, with copies to each of the Trust's Trustees at their respective addresses term "assignment" having the meaning set forth in Section 2(a)(4) of the TrustAct; PROVIDED, that the Transfer of Forum's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel rights to the Trust. This agreement Distributor's 12b-1 Portion or the Distributor's Earned CDSC shall terminate automatically and immediately upon assignmentnot 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) With respect to the Fund, this This Agreement shall become effective upon with respect to the Fund as of the date first written abovehereof; provided provided, however, that it shall not take effect until the Agreement has been approved by (i) the vote of a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by class. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 Fund, and, in either case, (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 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) the vote of a majority of the Board or by the vote of a majority of the outstanding voting securities of the Fund, howeverand, that if in either case, (ii) by the vote of 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 continuation Trust), cast in person at a meeting called for the purpose of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 voting on 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 givenapproval. (c) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Advisor on 30 60 days' ’ written notice to the Sub-Adviser advisor or (ii) by the Sub-Adviser advisor on 90 60 days' ’ written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in Advisory Agreement. (d) In the Trust's Registration Statement or at such other address as such persons may specify to event that the Sub-Adviser and advisor resigns pursuant to legal counsel Section 6(c)(ii) above, if a replacement sub-advisor has not been hired prior to the Trustend of the 60-day notice period, then, provided that the Advisor has and shall continue to use its reasonable best efforts to have a replacement sub-advisor promptly appointed, 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-advisor has been hired and commences management of the Fund. This agreement Notwithstanding the foregoing, in no event shall terminate automatically and immediately upon assignmentthe Sub-advisor be required to sub-advise the Fund for longer than 120 days after the termination of the 60-day notice period.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund on the later of (i) the date first above written above; provided that it shall not take effect until approved by or (iii) a majority of the date on which the Trust's TrusteesRegistration Statement relating to Shares of a Fund becomes effective. Upon effectiveness of this Agreement, including a majority of it shall supersede all previous agreements between the Trustees who are not interested persons of parties hereto covering the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund 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 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 of the Trust); provided further) and (II) with respect to each class of a Fund for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 60 days' written notice to Sub-Adviser the Distributor or (ii) by Sub-Adviser the Distributor on 90 60 days' written notice to the Trust, with copies to each of . (d) This Agreement shall automatically terminate upon its assignment (as such term is defined under the Trust1940 Act) and upon the termination ▇▇ ▇▇▇ Distributor's Trustees at their respective addresses set forth membership in the Trust's Registration Statement or 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 such other address as such persons may specify to Sub-Adviser its option, terminate this Agreement immediately. (f) The obligations of Sections 5(d), 6(d), 8, 9 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund on the date first written above; provided that hereof. Upon effectiveness of this Agreement, it shall not take effect until approved by (i) a majority of supersede all previous agreements between the Trust's Trustees, including a majority of parties hereto covering the Trustees who are not interested persons of the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and shall continue in effect for successive twelveone-month year periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; provided provided, however, that such continuance is specifically approved at least 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 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 this Agreement or the continuation of this Agreement is not approvedapproved as to a Fund, Sub-Adviser Forum may continue to render to the Fund the services described herein in the manner and to the extent permitted by the 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 at any timetime with respect to a Fund, without the payment of any penalty, (iI) by Quadra, upon approval of the Board, by the Board, 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 30 60 days' written notice to Sub-Adviser Forum or (ii) by Sub-Adviser Forum on 90 60 days' written notice to the Trust. (d) This Agreement shall also automatically terminate in the event of its assignment, with copies to each of the Trust's Trustees at their respective addresses term "assignment" having the meaning set forth in Section 2(a)(4) of the TrustAct; provided, that the Transfer of Forum's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel rights to the Trust. This agreement Distributor's 12b-1 Portion or the Distributor's Earned CDSC shall terminate automatically and immediately upon assignmentnot 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) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund on the later of (i) the date first written above; provided that . Upon effectiveness of this Agreement, it shall not take effect until approved by (i) a majority of supersede all previous agreements between the Trust's Trustees, including a majority of parties hereto covering the Trustees who are not interested persons of the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund 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 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 this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 sixty (60) days' written notice to Sub-Adviser Foreside or (ii) by Sub-Adviser Foreside on 90 sixty (60) days' written notice to the Trust, with copies to each . (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustForum's Trustees at their respective addresses set forth membership in the Trust's Registration Statement or 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 such other address as such persons may specify to Sub-Adviser its option, terminate this Agreement immediately. (f) The obligations of Sections 8, 9, 12, 13(f), 16 17(a) and to legal counsel to the Trust. This agreement 17(j); shall terminate automatically and immediately upon assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided that it shall not take effect until approved by specified in Appendix A to this Agreement following the approval (i) by a vote of a majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons of such party cast in person at a meeting called for the Trustpurpose of voting on this Agreement, and (ii) to if required by the extent required under section 15(a) 1940 Act or applicable staff interpretations thereof, by vote of the Act, a majority of the Fund’s outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classsecurities. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 defined in the Trust1940 Act); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the Subadviser may continue to render to the 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund on 30 days' written notice to Sub-or by the Adviser or (ii) by Sub-Adviser the Subadviser on 90 60 days' ’ written notice to the Trust, with copies to each . This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentAdvisory Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund on the date first written above; provided that it shall not take effect until approved above upon the approval of this Agreement by (i) a majority of the Trust's TrusteesBoard, including a majority of the Fund’s Trustees who are not interested persons (as defined in the ▇▇▇▇ ▇▇▇) and approved by a vote of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each the Fund, provided that the Investment Management Agreement between the Fund to which this Agreement pertains, and the Adviser has also been so approved by a vote of a majority of the outstanding voting separately by classsecurities of the Fund. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 Trust's Fund’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 this Agreement or the continuation of this Agreement is not approvedapproved as to 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. 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' ’ written notice to the Sub-Adviser or (ii) by the Sub-Adviser on 90 60 days' ’ written notice to the Trust, with copies to each Fund. This Agreement shall terminate immediately upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentInvestment Management Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund on the date first written above; provided that it shall not take effect until approved above upon the approval of this Agreement by (i) a majority of the Trust's TrusteesBoard, including a majority of the Fund’s Trustees who are not interested persons (as defined in the ▇▇▇▇ ▇▇▇) and approved by a vote of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each the Fund, provided that the Investment Management Agreement between the Fund to which this Agreement pertains, and the Adviser has also been so approved by a vote of a majority of the outstanding voting separately by classsecurities of the Fund. (b) This Agreement shall remain in effect with respect to the Fund for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowFund; 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 Fund’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 this Agreement or the continuation of this Agreement is not approvedapproved as to the Fund, Sub-Adviser the 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. 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 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 Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 30 60 days' ’ written notice to Sub-Adviser the Investment Consultant or (ii) by Sub-Adviser the Investment Consultant on 90 60 days' ’ written notice to the Trust, with copies to each Fund. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentInvestment Management Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each series or class listed in Appendix A on the date first written above; provided that it shall not take effect until approved by later of (i) a majority of the Trust's TrusteesJuly 15, including a majority of the Trustees who are not interested persons of the Trust, and 2002 or (ii) the date on which the Fund's Registration Statement relating to Shares of the Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFund. (b) This Agreement shall remain continue in effect with respect to a Series Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period as may be specified by with respect to the Board in giving its approval as provided belowSeries 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 Fund, and, in either case, Fund and (ii) by a vote of a majority of Directors of the Trust's Trustees 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 furtherFund) and (II) with respect to each Class of a Series for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by Class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Series, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 days' written notice to Sub-Adviser or (ii) by Sub-Adviser on 90 60 days' written notice to the Trust, with copies Distributor or (ii) by the Distributor on 60 days' written notice to each the Fund. (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustDistributor's Trustees at their respective addresses set forth membership in the Trust's Registration Statement 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 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 at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement shall terminate automatically and immediately upon assignmentClass thereof.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund on the later of (i) the date first above written above; provided that it shall not take effect until approved by or (iii) a majority of the date on which the Trust's TrusteesRegistration Statement relating to Shares of a Fund becomes effective. Upon effectiveness of this Agreement, including a majority of it shall supersede all previous agreements between the Trustees who are not interested persons of parties hereto covering the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund 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 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 of the Trust); provided further) and (II) with respect to each class of a Fund for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 60 days' written notice to Sub-Adviser the Distributor or (ii) by Sub-Adviser the Distributor on 90 60 days' written notice to the Trust, with copies to each . (d) This Agreement shall automatically terminate upon its assignment (as such term is defined under the 1940 Act) and upon the termination of the TrustDistributor's Trustees 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 their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser its option, terminate this Agreement immediately. (f) The obligations of Sections 5(d), 6(d), 8, 9 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon as of the date first written above; provided that it shall not take effect until approved by above after 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 (other than as Trustees of the Trust's Trustees, including ) cast in person at a majority meeting called for the purpose of voting on the Trustees who are not interested persons of the TrustAgreement, and (ii) to if required by the extent required under section 15(a) 1940 Act or applicable SEC staff interpretations thereof, by vote of the Act, a majority of the Fund’s outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classthe Fund. (b) This Agreement shall remain in effect for a period of twenty four months two years from the date of its effectiveness and shall continue in effect for successive twelve-month annual periods (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 belowthereafter; provided provided, however, 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 ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as 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 this Agreement or the continuation of this Agreement is not approved, Sub-the Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 givenapplicable law. (c) This Agreement may be terminated 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 Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund on 30 sixty days' ’ written notice to Sub-Adviser the Adviser; or (ii) by Sub-the Adviser on 90 sixty days' ’ written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trust. This agreement Agreement shall terminate automatically and immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund on the later of (i) the date first above written above; provided that it shall not take effect until approved by or (iii) a majority of the date on which the Trust's TrusteesRegistration Statement relating to Shares of a Fund becomes effective. Upon effectiveness of this Agreement, including a majority of it shall supersede all previous agreements between the Trustees who are not interested persons of parties hereto covering the Trust, and (ii) subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund 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 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 of the Trust); provided further) and (II) with respect to each class of a Fund for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 60 days' written notice to Sub-Adviser the Distributor or (ii) by Sub-Adviser the Distributor on 90 60 days' written notice to the Trust, with copies to each . (d) This Agreement shall automatically terminate upon its assignment (as such term is defined under the ▇▇▇▇ ▇▇▇) and upon the termination of the TrustDistributor's Trustees at their respective addresses set forth membership in the Trust's Registration Statement or 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 such other address as such persons may specify to Sub-Adviser its option, terminate this Agreement immediately. (f) The obligations of Sections 5(d), 6(d), 8, 9 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund on the later of (i) the date first above written above; provided that it shall not take effect until approved by or (iii) a majority of the date on which the Trust's Trustees, including a majority Registration Statement relating to Shares of the Trustees who are not interested persons Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the Trust, and (ii) parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of twenty four months one year from the date of its effectiveness and thereafter shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund 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 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 of the Trust); provided further) and (II) with respect to each class of a Fund for which there is an effective Plan, however, that if this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 60 days' written notice to Sub-Adviser Forum or (ii) by Sub-Adviser Forum on 90 60 days' written notice to the Trust, with copies to each . (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustForum's Trustees at their respective addresses set forth membership in the Trust's Registration Statement or 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 such other address as such persons may specify to Sub-Adviser its option, terminate this Agreement immediately. (f) The obligations of Sections 5(d), 6(d), 8, 9 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignmentsurvive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classabove written. (b) This Agreement shall remain in effect for a period of twenty four months three (3) years from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 belowperiods; 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) and 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 givenparty. (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 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, without 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 of any penalty, (i) by Quadra, upon approval equal to the net present value of the Board, by revenues ADS would have earned during the Board, or by a vote of a majority remainder of the outstanding voting securities 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 on 30 days' written notice at any time 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 Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice collect from the Corporation, in addition to the Trustcompensation described under Section 2 hereof, the amount of all of ADS's reasonable cash disbursements for services in connection with copies ADS's' activities in effecting such termination, including without limitation, the delivery to each the Corporation and/or its designees of the TrustCorporation's Trustees at their respective addresses set forth 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 Corporation documents or records, if any, remaining in its possession. Should the Trust's Registration Statement or at Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Fund. Additionally, ADS reserves the right to charge for any other reasonable costs and expenses associated with such other address as such persons may specify to Sub-Adviser termination. (e) The obligations of Sections 2 and to legal counsel to the Trust. This agreement 3 shall terminate automatically and immediately upon assignment.survive any termination of this Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to a Fund as of the date first written above; provided provided, that it with respect to any Fund created after the initial date of this Agreement, this Agreement shall not take effect until approved by as of the date specified in Appendix A to this Agreement following approval (i) by a vote of the majority of the Trust's Trustees, including a majority those trustees of the Trustees Trust who are not parties to this Agreement or interested persons of such party cast in person at a meeting called for the Trustpurpose 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 extent required under section 15(adate on which such amendment is executed) of the Act, after approval by (1) a majority of the outstanding voting securities of each that Fund to which this Agreement pertains, voting separately by classand (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 twenty four months 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 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 twelve-month annual periods (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 belowthereafter with respect to a 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 trustees of the Trust); provided further, however, that if this Agreement or the continuation of this Agreement is not approvedapproved as to a Fund, Sub-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 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 Quadra, upon approval of the Board, by the Board, Board or by a vote of a majority of the outstanding voting securities of the Fund on 30 60 days' ’ written notice to Sub-Adviser the Adviser; or (ii) by Sub-the Adviser on 90 60 days' ’ written notice to the Trust, with copies ; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser cannot or is not expected to each render reasonable quality of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the Trustservices. This agreement Agreement shall terminate automatically and immediately upon its assignment.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon on the date first written above; provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classabove written. (b) This Agreement shall remain in effect for a period of twenty four months three (3) years from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 belowperiods; 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) 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 givenparty. (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 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, without 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 of any penalty, (i) by Quadra, upon approval equal to the net present value of the Board, by revenues ADS would have earned during the Board, or by a vote of a majority remainder of the outstanding voting securities 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 on 30 days' written notice at any time 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 Sub-Adviser or (ii) by Sub-Adviser on 90 days' written notice collect from the Corporation, in addition to the Trustcompensation described under Section 2 hereof, the amount of all of ADS's reasonable cash disbursements for services in connection with copies ADS's activities in effecting such termination, including without limitation, the delivery to each the Corporation and/or its designees of the TrustCorporation's Trustees at their respective addresses set forth 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 Corporation documents or records, if any, remaining in its possession.] Should the Trust's Registration Statement or at Corporation exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Funds. Additionally, ADS reserves the right to charge for any other reasonable costs and expenses associated with such other address as such persons may specify to Sub-Adviser termination. (e) The obligations of Sections 2 and to legal counsel to the Trust. This agreement 4 shall terminate automatically and immediately upon assignment.survive any termination of this Agreement

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon the date first written above; provided that it shall not take effect until approved approval by (i) a majority vote of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities (as defined in the Act) of each Fund to which this Agreement pertains, voting separately by classthe Fund. (b) This Agreement shall remain in effect force for a period of twenty four months two years from the date of its effectiveness day that it becomes effective under ss.16(a) hereof, and shall continue in effect for successive twelve-month periods (computed from each anniversary date of approval) or for such shorter period year to year thereafter so long 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 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 Trustees 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 voting on 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 givenapproval. (c) This Agreement may be terminated at any time, without the payment of any penaltya penalty by the Fund or the Trust, (i) by Quadra, upon approval vote of the Board, by the BoardBoard of Trustees, or by a vote of a majority of the outstanding voting securities (as defined in the Act) of the Fund Fund, or by the Adviser or by the Sub-Adviser, on not less than 30 nor more than 60 days' written notice notice; provided, however, that this Agreement 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, whichever is earlier, and provided further that the Adviser may at its election shorten such 120 day period to any period of not less than 30 days. This Agreement shall automatically terminate 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 (ii) require any payment by the Adviser to the Sub-Adviser on 90 days' written notice to other than as contemplated under ss.16(f) below. (e) The expiration or termination of this Agreement shall not affect the Trust, with copies to each effectiveness of the Trust's Trustees at their respective addresses set forth in Investment Advisory Agreement by and between the Trust's Registration Statement Trust and the Adviser. (f) Upon the expiration of this Agreement (including any renewal or at such other address as such persons may specify extension hereof) or its termination pursuant to any provision of this ss.16, the Sub-Adviser and shall not be entitled to legal counsel to any further compensation hereunder, except that the TrustAdviser shall pay the Sub-Adviser any compensation accrued under ss.6 hereof through the date of such expiration or termination. This agreement Any such payments shall terminate automatically and immediately upon assignmentbe made promptly in accordance with prior practice.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this Agreement shall become effective upon the date first written above; provided that it shall not take effect until approved by by: (i1) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, ; and (ii2) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each the Fund to which this Agreement pertains, voting separately by classFund. (b) This Agreement shall remain in effect for a period of twenty four (24) months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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: (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 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, Sub-the Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 at any time, without the payment of any penalty, : (i1) by Quadra, upon approval of the Board, by the Board, or by a vote of a majority of the outstanding voting securities of the Fund on 30 sixty (60) days' written notice to Sub-Adviser Adviser; or (ii2) by Sub-the Adviser on 90 sixty (60) days' written notice to the Trust, with copies to each of the Trust's Trustees at their respective addresses set forth in the Trust's Registration Statement or at such other address as such persons may specify to Sub-Adviser and to legal counsel to the TrustAdviser. This agreement Agreement shall terminate automatically and immediately upon assignmentassignment by either party.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With This Agreement shall become effective on the Effective Date. This Agreement shall continue in effect (i) until terminated in its entirety or (ii), or with respect to any one or more of the Services covered by APPENDIX A, as applicable, provided to the Fund, this Agreement shall become effective upon the date first written above; until terminated as a Service provided that it shall not take effect until approved by (i) a majority of the Trust's Trustees, including a majority of the Trustees who are not interested persons of the Trust, and (ii) to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFund. (b) This Agreement shall remain in effect for a period of twenty four months from the date of its effectiveness and shall continue in effect for successive twelve-month periods (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 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 this Agreement or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein in the manner and to the extent permitted by the 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 at any time, without the payment of any penalty, : (i) by Quadrawith or without cause, upon approval of the Boardat any time, by either party on the Board, or 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; and (ii) for cause at any time by a vote of a majority of the outstanding voting securities of the Fund non-breaching party on 30 at least sixty (60) days' written notice thereof to Sub-Adviser or the other 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) by Sub-Adviser on 90 days' written notice no such termination shall be effective if, with respect to any breach that is capable of being cured prior to the Trust, with copies to each of the Trust's Trustees at their respective addresses date set forth in the Trust's Registration Statement or at termination notice, the breaching party has cured such other address as such persons may specify to Sub-Adviser and to legal counsel breach to the Trustreasonable 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 to the 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. This agreement Should the Fund or Atlantic exercise its right to terminate this Agreement, the Fund shall terminate automatically reimburse Atlantic for Atlantic's reasonable costs and immediately upon assignmentemployee 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 ("TERMINATION COSTS"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the 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 if Atlantic terminates this Agreement pursuant to clause (i) of subsection (b) above. (d) The provisions of SECTIONS 3, 4, 5, 6, 7, 8, 9 and 13 shall survive any termination of this Agreement.

EFFECTIVENESS, DURATION AND TERMINATION. (a) With respect to the Fund, this This Agreement shall become effective upon with respect to each Fund on the date first written above; provided that it shall not take effect until approved by later of (i) a majority of the Effective Date or (ii) the date on which the Trust's Trustees, including a majority Registration Statement relating to Shares of the Trustees who are not interested persons Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the Trust, and (ii) parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the extent required under section 15(a) of the Act, a majority of the outstanding voting securities of each Fund to which this Agreement pertains, voting separately by classFunds. (b) This Agreement shall remain continue in effect for with respect to a period of twenty four months from the date of its effectiveness Fund until August 31, 2009 and thereafter shall continue in effect for successive twelve-month periods (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 belowwith respect to a Fund 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 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 this Agreement who do not have any direct or the continuation of this Agreement is not approved, Sub-Adviser may continue to render the services described herein indirect financial interest in the manner and any such Plan applicable to the extent permitted by class or in any agreements related to the Act and Plan, cast in person at a meeting called for the rules and regulations thereunder. The annual approvals provided for herein shall be effective to continue this Agreement from year to year (or purpose of voting on 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 givenapproval. (c) This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, (i) by Quadra, upon approval of the Board, by the Board, 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 30 sixty (60) days' written notice to Sub-Adviser Foreside or (ii) by Sub-Adviser Foreside on 90 sixty (60) days' written notice to the Trust, with copies to each . (d) This Agreement shall automatically terminate upon its assignment and upon the termination of the TrustForeside's Trustees at their respective addresses set forth membership in the Trust's Registration Statement or 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 such other address as such persons may specify to Sub-Adviser its option, terminate this Agreement immediately. (f) The obligations of Sections 5(d), 6(d), 8, 9 and to legal counsel to the Trust. This agreement 10 shall terminate automatically and immediately upon assignmentsurvive any termination of this Agreement.