Common use of Duration and Termination Clause in Contracts

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. (a) This AgreementAgreement will become effective as of the date hereof and, unless sooner terminated as provided hereinherein provided, shall remain in effect for __________ from said date. Thereafter, this Agreement will continue until the earlier of December 29in effect from year to year, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, subject to its termination provisions and all other terms and conditions hereof if approved by a majority of the outstanding voting securities of the Portfolio, thereafter such continuation shall continue for periods of one year so long as such continuance is be specifically approved at least annually (a) by the Board and by the vote of a majority of those members of the Board of Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund party or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and . The Advisor shall furnish to the extent permitted by Manager or to the 1940 Act and rules thereunder. Board, promptly upon request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment hereof. (b) This Agreement may not be terminated amended, transferred, sold or in any manner hypothecated or pledged by the Portfolio at any time, Advisor without the payment of any penalty, by affirmative vote of a majority of the entire Board and by the vote of a majority of the Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written Portfolio. The Manager may immediately terminate this Agreement without notice to any party in the Adviser. event of its assignment by the Advisor. (c) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in Manager, by the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered Board or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActPortfolio, upon written notice to the Advisor. This Agreement may be terminated by the Advisor upon ______ days written notice to the Manager and the Trust.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of each Portfolio of the PortfolioFund; provided howeverprovided, however that if the shareholders holders of the any Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules Rules thereunder. This Agreement may be terminated by any Portfolio of the Portfolio Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' ’ written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' ’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 910, the terms "“assignment", ",” “interested persons", ,” and "“a vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This Agreement, unless (a) Unless sooner terminated as provided herein, this Agreement shall continue until the earlier in effect for a period of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) two years subsequent to its initial approval by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyBoard, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice Funds, as applicable, and thereafter, if not terminated, shall continue automatically from year to year, provided that such continuance is specifically approved at least annually by: (i) the Adviser. vote of a majority of those Trustees of the Trust who are not interested parties to this Agreement or “interested persons” (as defined within the meaning of Section 2(a)(19) of the 1940 Act) of any such party to this Agreement; and (ii) the Board, or by vote of a majority of the outstanding voting securities of the Fund, in accordance with all applicable provisions of the 1940 Act, and any applicable exemptive relief provided by the SEC. (b) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writingBoard, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" securities of the Fund on sixty (60) days’ written notice to the Sub-Adviser. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Adviser immediately upon written notice to the Sub-Adviser. (d) This Agreement shall have terminate automatically in the respective meanings set forth event of its assignment (as defined in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act) by the Sub-Adviser, or upon the termination of the Advisory Agreement as it relates to the Fund. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment of this Agreement by the Sub-Adviser. (e) This Agreement may be terminated at any time by the Sub-Adviser on ninety (90) days’ written notice to the Fund and the Adviser, but any such termination shall not affect the status, obligations, or liabilities of the Sub-Adviser to the Fund and the Adviser arising prior to termination.

Duration and Termination. (a) This AgreementContract shall become effective for each Fund upon the commencement of operations of the Trust, unless provided that this Contract has been approved for each Fund by a vote of the Board, including a majority of those Trustees of the Trust who are not parties to this Contract or interested persons of any such party (“Independent Trustees”) cast in person at a meeting called for the purpose of voting on such approval, and by vote of a majority of the outstanding securities of each Fund. (b) Unless sooner terminated as provided herein, this Contract shall continue until the earlier in effect for a period of December 29two years subsequent to its initial approval, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andand thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter shall continue for periods of one automatically from year so long as to year, provided that such continuance is specifically approved at least annually in accordance with the 1940 Act: (ai) by the a vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyIndependent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (bii) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided howevereach Fund, that if the shareholders unless any requirement for a vote of the Portfolio fail ---------------- outstanding voting securities of a Fund is rendered inapplicable by an order of exemption from the SEC. (c) Notwithstanding the foregoing, with respect to approve the Agreement as provided hereina Fund, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement this Contract may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Portfolio on 60 Fund upon delivery of sixty (60) days' ’ written notice to the Adviser. This Agreement Adviser and may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 delivery of sixty (60) days' ’ written notice to the Trust. Termination of this Contract with respect to a Fund shall in no way affect the continued validity of this Contract or the performance thereunder with respect to any other Fund. This Agreement will Contract shall terminate automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, The term of this Agreement shall continue until the earlier of December 29, 2001 or commence on the date that an amendment to the Trust's registration statement establishing the Fund becomes effective (the "Effective Date"), provided that first it is approved by the Board of Trustees of the first annual Trust, including a majority of those Trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders 1940 Act, and by the holders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund, thereafter and shall continue for periods of one year so long as in effect until December 31, 2001. This Agreement may continue in effect after its initial term only if such continuance is specifically approved at least annually by (ai) by the Trust's Board of Trustees or (ii) the vote of a majority of those members the outstanding voting securities of the Board Fund; and in either event by a vote of a majority of those Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such partyparty in the manner provided in Section 15(c) of the 1940 Act. Notwithstanding the foregoing, cast in person this Agreement may be terminated: (a) at a meeting called for the purpose of voting on such approval, and (b) any time without penalty by the Board of Trustees of Fund upon the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a the majority of the Fund's outstanding voting securities of the Portfolio on 60 securities, upon sixty (60) days' written notice to the Adviser. This Agreement may be terminated Adviser or (b) by the Adviser at any time, time without the payment of any penalty, upon 90 sixty (60) days' written notice to the Fund. This Agreement will also terminate automatically and immediately terminate in the event of its assignmentassignment (as defined in the 1940 Act). Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 98, the terms "assignment", "interested persons", person" and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) This Contract shall become effective upon the date hereabove written, provided that this Contract shall not take effect with respect to any Fund unless it has first been approved (i) by the a vote of a majority of those members of the Board of independent Trustees of the Fund who are not parties to this Agreement Contract or "interested persons persons" (as defined in the ▇▇▇▇ ▇▇▇) of any such partya party to this Contract, other than as Board members ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (cii) by vote of a majority of the that Fund's outstanding voting securities of securities, when required by the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement ▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, the Adviser may this Contract shall continue in force and effect until June 30, 2007. Thereafter, if not terminated, with respect to serve in each Fund, this Contract shall continue automatically for successive periods not to exceed twelve months each, provided that such capacity in the manner and to the extent permitted continuance is specifically approved at least annually (i) by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by a vote of a majority of the entire Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the Portfolio on 60 days' written notice foregoing, with respect to the Adviser. This Agreement any Fund this Contract may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to (i) by vote of the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered Board or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "by a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActFund on sixty days' written notice to Sub-Adviser; or (ii) by the Adviser on sixty days' written notice to Sub-Adviser; or (iii) by the Sub-Adviser on sixty days' written notice to the Trust. Termination of this Contract with respect to one Fund shall not affect the continued effectiveness of this Contract with respect to any other Fund. This Contract will automatically terminate in the event of its assignment.

Duration and Termination. This Agreement, unless (a) Unless sooner terminated as provided herein, this Agreement shall continue until the earlier in effect for a period of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) two years subsequent to its initial approval by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyBoard, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice Funds, as applicable, and thereafter, if not terminated, shall continue automatically from year to year, provided that such continuance is specifically approved at least annually by: (i) the Adviser. vote of a majority of those Trustees of the Trust who are not interested parties to this Agreement or “interested persons” (as defined within the meaning of Section 2(a)(19) of the 1940 Act) of any such party to this Agreement; and (ii) the Board, or by vote of a majority of the outstanding voting securities of the Fund, in accordance with all applicable provisions of the 1940 Act, and any applicable exemptive relief provided by the SEC. (b) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writingBoard, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActFund on sixty (60) days’ written notice to the Sub-Adviser. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Adviser immediately upon written notice to the Sub-Adviser. (d) This Agreement shall terminate automatically in the event of its assignment by the Sub-Adviser, or upon the termination of the Advisory Agreement as it relates to the Fund. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment of this Agreement by the Sub-Adviser. (e) This Agreement may be terminated at any time by the Sub-Adviser on ninety (90) days’ written notice to the Fund and the Adviser, but any such termination shall not affect the status, obligations, or liabilities of the Sub-Adviser to the Fund and the Adviser arising prior to termination.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Fund for successive periods of December 29, 2001 12 months; provided that such continuance is specifically approved at least annually by both (a) the vote of a majority of the Fund's Board of Trustees or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund at the time outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 giving the Sub-Adviser 60 days' written notice (which notice may be waived by the Sub-Adviser); provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Trustees of the Fund in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or by the Sub-Adviser on 60 days' written notice (which notice may be waived by the Fund). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the respective meanings set forth provided such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and the rules thereunder.)

Duration and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall continue until become effective on the earlier later of December 29, 2001 or (i) the date of its execution, (ii) the first annual or special meeting date of its approval by a majority of the shareholders Board, including approval by the vote of a majority of the Portfolio andBoard who are not interested persons of the Adviser, the Sub-Adviser, or the Fund, cast in person at a meeting called for the purpose of voting on such approval or (iii) if approved required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Portfolio, thereafter Fund. It shall continue in effect for periods an initial term of one two years and thereafter from year so long as such to year provided that the continuance is specifically approved at least annually (a) either by the Board or by a vote of a majority of those members the outstanding voting securities of the Fund and in either event by a vote of a majority of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partythe Adviser, the Sub-Adviser or the Fund, cast in person at a meeting called for the purpose of voting on such approval, and . (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if If the shareholders of the Portfolio Fund fail ---------------- to approve the Agreement as provided hereinor any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Adviser may will continue to serve in such capacity in the manner and act as Sub-Adviser with respect to the extent permitted Fund or Segment pending the required approval of the Agreement or its continuance or of any contract with the Sub-Adviser or a different manager or sub-adviser or other definitive action; provided, that the compensation received by the Sub-Adviser in respect to the Fund or Segment during such period is in compliance with Rule 15a-4 under the 1940 Act and rules thereunder. Act. (c) This Agreement may be terminated by the Portfolio at any time, time without the payment of any penaltypenalty by the Board, or by vote of a majority of the entire Board of Trustees of Sub-Adviser, or the Fund Adviser or by vote of a majority of the outstanding voting securities of the Portfolio Fund, on 60 days' ’ written notice to the Advisernotice. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will shall automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to In interpreting the other party at the principal office provisions of such party. As used in this Section 910, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth definitions contained in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(422(a) of the 1940 ActAct (particularly the definitions of “interested person,” “assignment” and “voting security”) shall be applied.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) This Agreement shall become effective as of the date executed with respect to a particular Fund (the “Effective Date”) and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(a)(ii) hereof and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: i. Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement, without payment of any penalty. With respect to a Fund, termination may be authorized by the vote of a majority of those members action of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by an “affirmative vote of a majority of the outstanding voting securities of the PortfolioFund” (as defined in Section 15 hereof); provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunderor ii. This Agreement may be terminated by shall automatically terminate two years from the Portfolio date of its execution with respect to a particular Fund unless the terms of such contract and any renewal thereof is specifically approved at any time, without the payment of any penalty, by least annually thereafter by: (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not parties to this Agreement or “interested persons” (as defined in Section 15 hereof) of the entire Board Trust or the Adviser, at an in-person meeting called for the purpose of Trustees of voting on such approval; or (ii) the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the each Fund. This Agreement will automatically and immediately terminate in . (b) In the event of its assignment. Any notice under termination of this Agreement for any reason, the Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as otherwise required by any fiduciary duties of the Adviser under applicable law. In addition, the Adviser shall be given in writing, addressed deliver the Fund Books and delivered or mailed postpaid, Records to the other party at Trust by such means and in accordance with such schedule as the principal office Trust shall direct and shall otherwise cooperate, as reasonably directed by the Trust, in the transition of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority portfolio asset management to any successor of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAdviser.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the ---------------- shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This AgreementAgreement shall become effective on __________, unless sooner terminated as provided herein, 2012 (the “Effective Date”) and shall continue until the earlier of December 29in effect until__________, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2014, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund’s Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the respective outstanding voting securities of the Portfolio; provided however, that if the shareholders . This Agreement may at any time be terminated without payment of any penalty either by vote of the Portfolio fail ---------------- Board of Directors of the Fund or by vote of the holders of a majority of the respective outstanding voting securities of the Portfolio, on sixty days written notice to approve the Advisor. This Agreement as provided herein, the Adviser may continue to serve in such capacity shall automatically terminate in the manner and to the extent permitted by the 1940 Act and rules thereunderevent of its assignment. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 Advisor after ninety (90) days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' ’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaidpost-paid, to the other party at the principal any office of such party. As used in this Section 9section, the terms "“assignment", ",” “interested persons", ,” and "a “vote of a the holders of majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Fund for successive periods of December 2912 months, 2001 provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund at the time outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Trust at any time, without the payment of any penalty, upon 90 giving the Adviser 60 days' notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or by the Adviser on 60 days' written notice to (which notice may be waived by the FundTrust). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. (a) This AgreementAgreement shall go into effect on the date hereof and shall, unless sooner terminated as provided hereinhereinafter provided, shall continue in effect until the earlier of December 29November 12, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and1998, if approved by a majority of the outstanding voting securities of the Portfolioand thereafter from year to year, thereafter shall continue for periods of one year but only so long as such continuance is specifically approved at least annually (a) by the Trust's Board of Trustees, including the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or "interested persons of persons" (as defined in the 1940 ▇▇▇) ▇▇ any such party, party cast in person at a meeting called for the purpose of voting on such approval, and (b) or by the Board of Trustees vote of the Fund or (c) by vote holders of a majority "majority" (as so defined) of the outstanding voting securities of the Portfolio; provided however, that if the shareholders Fund and by such a vote of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. Trustees. (b) This Agreement may be terminated by the Portfolio Advisor at any timetime without penalty upon giving the Trust sixty (60) days' notice written notice (which notice may be waived by the Trust) and may be terminated by the Trust at any time without penalty upon giving the Advisor sixty (60) days' written notice (which notice may be waived by the Advisor), without provided that such termination by the payment of any penalty, Trust shall be directed or approved by the vote of a majority of all of its Trustees in office at the entire Board of Trustees time or by the vote of the Fund or by vote holders of a majority of (as defined in the outstanding 1940 ▇▇▇) ▇▇ the voting securities of the Portfolio on 60 days' written notice Trust at the time outstanding and entitled to the Adviservote. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will shall automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4assignment (as so defined), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, The term of this Agreement shall continue until the earlier of December 29, 2001 or commence on the date which an amendment to the Trust's registration statement establishing the Fund becomes effective (the "Effective Date"), provided that first it is approved by the Board of Trustees of the first annual Trust, including a majority of those Trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders 1940 Act, and by the holders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter Fund; and shall continue in effect for periods of one year so long as two years thereafter. This Agreement may continue in effect after its initial term only if such continuance is specifically approved at least annually by, (ai) the Trust's Board of Trustees or, (ii) by the vote of a majority of those members the outstanding voting securities of the Board Fund; and in either event by a vote of a majority of those Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such partyparty in the manner provided in Section 15(c) of the 1940 Act. Notwithstanding the foregoing, cast in person this Agreement may be terminated: (a) at a meeting called for the purpose of voting on such approval, and (b) any time without penalty by the Board of Trustees of Fund upon the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a the majority of the Fund's outstanding voting securities of the Portfolio on 60 securities, upon sixty (60) days' written notice to the Adviser. This Agreement may be terminated Adviser or (b) by the Adviser at any time, time without the payment of any penalty, upon 90 sixty (60) days' written notice to the Fund. This Agreement will also terminate automatically and immediately terminate in the event of its assignmentassignment (as defined in the 1940 Act). Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 98, the terms "assignment", "interested personsperson", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective on ____________ __, unless sooner terminated as provided herein, 2007 (the "Effective Date") and shall continue in effect until the earlier of December 29____________ __, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2009, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund's Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the respective outstanding voting securities of the Portfolio; provided however, that if the shareholders . This Agreement may at any time be terminated without payment of any penalty either by vote of the Portfolio fail ---------------- Board of Directors of the Fund or by vote of the holders of a majority of the respective outstanding voting securities of the Portfolio, on sixty days written notice to approve the Advisor. This Agreement as provided herein, the Adviser may continue to serve in such capacity shall automatically terminate in the manner and to the extent permitted by the 1940 Act and rules thereunderevent of its assignment. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 Advisor after ninety (90) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaidpost-paid, to the other party at the principal any office of such party. As used in this Section 9section, the terms "assignment", ," "interested persons," and a ", and "a vote of a the holders of majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. (a) This Agreement, unless Agreement shall become effective on the date first written above. Unless sooner terminated as provided hereinin this Section 7(a), this Agreement shall continue in effect until the earlier of December 29, 2001 or one year after the date of the first annual or special meeting of the shareholders of the Portfolio andwritten above. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue automatically for periods successive terms of one year so long as year, provided that such continuance is specifically approved at least annually (a) by the a vote of a majority of those members of the Trust’s Board of Trustees of the Fund who are not parties to this Agreement or “interested persons persons” of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trust’s Board of Trustees of the Fund or (c) by a vote of a “majority of the outstanding voting securities securities” of the PortfolioTrust; provided provided, however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio Trust at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by a vote of a “majority of the outstanding voting securities securities” of the Portfolio Trust, on 60 days' sixty (60) days prior written notice to the Adviser. This Agreement may be terminated FMG LLC or by the Adviser FMG LLC at any time, without the payment of any penalty, upon 90 days' on sixty (60) days prior written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ” and “interested persons” shall have the respective meanings set forth same meaning as such terms have in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act. Upon termination of this Agreement, the Trust shall pay to FMG LLC such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, The term of this Agreement shall continue until the earlier of December 29, 2001 or commence on the date that an amendment to the Trust's registration statement establishing the Fund becomes effective (the "Effective Date"), provided that first it is approved by the Board of Trustees of the first annual Trust, including a majority of those Trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders 1940 Act, and by the holders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund, thereafter and shall continue for periods of one year so long as in effect until December 31, 2003. This Agreement may continue in effect after its initial term only if such continuance is specifically approved at least annually by (ai) by the Trust's Board of Trustees or (ii) the vote of a majority of those members the outstanding voting securities of the Board Fund; and in either event by a vote of a majority of those Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such partyparty in the manner provided in Section 15(c) of the 1940 Act. Notwithstanding the foregoing, cast in person this Agreement may be terminated: (a) at a meeting called for the purpose of voting on such approval, and (b) any time without penalty by the Board of Trustees of Fund upon the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a the majority of the Fund's outstanding voting securities of the Portfolio on 60 securities, upon sixty (60) days' written notice to the Adviser. This Agreement may be terminated Adviser or (b) by the Adviser at any time, time without the payment of any penalty, upon 90 sixty (60) days' written notice to the Fund. This Agreement will also terminate automatically and immediately terminate in the event of its assignmentassignment (as defined in the 1940 Act). Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 98, the terms "assignment", "interested persons", person" and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Trust for successive periods of December 2912 months, 2001 provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioTrust at the time outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Trust at any time, without the payment of any penalty, upon 90 giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 days' written notice to (which notice may be waived by the FundTrust). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This AgreementAgreement shall become effective on JULY 27, unless sooner terminated as provided herein, 2000 (the "Effective Date") and shall continue in effect until the earlier of December 29JULY 27, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2002, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Trust's Board of Trustees, including the vote of a majority of those members of the Board of Trustees of the Fund trustees who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Trust; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunderSeries. This Agreement may at any time be terminated by the Portfolio at any time, without the payment of any penalty, penalty either by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Series, on 60 days' sixty days written notice to the AdviserManager. This Agreement shall automatically terminate in the event of its assignment. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' Manager after ninety days written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignmentTrust. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 9, the terms "assignment", ," "interested persons," and a ", and "a vote of the holders of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the Investment Company Act of 1940 Actand Rule l8f-2 thereunder.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, The term of this Agreement shall continue until the earlier of December 29, 2001 or commence on the date that an amendment to the Trust's registration statement establishing the Fund becomes effective (the "Effective Date"), provided that first it is approved by the Board of Trustees of the first annual Trust, including a majority of those Trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders 1940 Act, and by the holders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund, thereafter and shall continue for periods of one year so long as in effect until December 31, 2005. This Agreement may continue in effect after its initial term only if such continuance is specifically approved at least annually by (ai) by the Trust's Board of Trustees or (ii) the vote of a majority of those members the outstanding voting securities of the Board Fund; and in either event by a vote of a majority of those Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such partyparty in the manner provided in Section 15(c) of the 1940 Act. Notwithstanding the foregoing, cast in person this Agreement may be terminated: (a) at a meeting called for the purpose of voting on such approval, and (b) any time without penalty by the Board of Trustees of Fund upon the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a the majority of the Fund's outstanding voting securities of the Portfolio on 60 securities, upon sixty (60) days' written notice to the Adviser. This Agreement may be terminated Adviser or (b) by the Adviser at any time, time without the payment of any penalty, upon 90 sixty (60) days' written notice to the Fund. This Agreement will also terminate automatically and immediately terminate in the event of its assignmentassignment (as defined in the 1940 Act). Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 98, the terms "assignment", "interested persons", person" and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to each Fund as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to each Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the earlier vote of December 29, 2001 a majority of the Trust's Board of Trustees or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of each Fund at the Portfoliotime outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Trust at any time, without the payment of any penalty, upon 90 giving the Adviser 60 days' notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of each Fund at the time outstanding and entitled to vote, or by the Adviser on 60 days' written notice to (which notice may be waived by the FundTrust). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.) As additional series, other than the Funds, are established, the Agreement shall become effective with respect to each such series listed in Exhibit A at the annual fee set forth in such Exhibit upon the initial public offering of such new series, provided that the Trust has previously approved this Agreement for continuation as provided in this Section 10.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29March 31, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the ---------------- Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This AgreementAgreement shall become effective on ____________ __, unless sooner terminated as provided herein, 2006 (the "Effective Date") and shall continue in effect until the earlier of December 29____________ __, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2008, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund's Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the respective outstanding voting securities of the Portfolio; provided however, that if the shareholders . This Agreement may at any time be terminated without payment of any penalty either by vote of the Portfolio fail ---------------- Board of Directors of the Fund or by vote of the holders of a majority of the respective outstanding voting securities of the Portfolio, on sixty days written notice to approve the Advisor. This Agreement as provided herein, the Adviser may continue to serve in such capacity shall automatically terminate in the manner and to the extent permitted by the 1940 Act and rules thereunderevent of its assignment. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 Advisor after ninety (90) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaidpost-paid, to the other party at the principal any office of such party. As used in this Section 9section, the terms "assignment", ," "interested persons," and a ", and "a vote of a the holders of majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. (a) This AgreementAgreement will become effective as of the date hereof and, unless sooner terminated as provided hereinherein provided, shall remain in effect for two (2) years from said date. Thereafter, this Agreement will continue until the earlier of December 29in effect from year to year, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, subject to its termination provisions and all other terms and conditions hereof if approved by a majority of the outstanding voting securities of the Portfolio, thereafter such continuation shall continue for periods of one year so long as such continuance is be specifically approved at least annually (a) by the Board and by the vote of a majority of those members of the Board of Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund party or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and . The Sub-Advisor shall furnish to the extent permitted by Manager or to the 1940 Act and rules thereunder. Board, promptly upon request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment hereof. (b) This Agreement may not be terminated amended, transferred, sold or in any manner, hypothecated or pledged by the Portfolio at any time, Sub-Advisor without the payment of any penalty, by affirmative vote of a majority of the entire Board and by the vote of a majority of the Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written Portfolio. The Manager may immediately terminate this Agreement without notice to any party in the Adviser. event of its assignment by the Sub-Advisor. (c) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in Manager, by the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered Board or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" securities of the Portfolio, upon not more than 60 days written notice to the Sub-Advisor. This Agreement may be terminated by the Sub-Advisor upon 180 days written notice to the Manager and the Trust. This Agreement shall have terminate in the respective meanings set forth event of an “assignment,” as defined in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActInvestment Company Act of 1940.

Duration and Termination. This AgreementAgreement shall become effective on February 28, unless sooner terminated as provided herein, 2009 (the “Effective Date”) and shall continue in effect until the earlier of December 29February 28, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2010, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund’s Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund Directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may at any time be terminated by the Portfolio at any time, without the payment of any penalty, penalty either by vote of a majority of the entire Board of Trustees Directors of the Fund or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Portfolio, on 60 days' sixty days written notice to the AdviserAdvisor. This Agreement shall automatically terminate in the event of its assignment. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' Advisor after ninety days written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 9, the terms "“assignment", ",” “interested persons", ,” and "a “vote of the holders of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the Investment Company Act of 1940 Actand Rule l8f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Fund for successive periods of December 29, 2001 12 months; provided that such continuance is specifically approved at least annually by both (a) the vote of a majority of the Fund's Board of Trustees or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund at the time outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 giving the Investment Adviser 60 days' written notice (which notice may be waived by the Investment Adviser); provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Trustees of the Fund in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or by the Investment Adviser on 60 days' written notice (which notice may be waived by the Fund). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the respective meanings set forth provided such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and the rules thereunder.)

Duration and Termination. (a) This AgreementAgreement will become effective as of the date hereof and, unless sooner terminated as provided hereinherein provided, shall remain in effect for two (2) years from said date. Thereafter, this Agreement will continue until the earlier of December 29in effect from year to year, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, subject to its termination provisions and all other terms and conditions hereof if approved by a majority of the outstanding voting securities of the Portfolio, thereafter such continuation shall continue for periods of one year so long as such continuance is be specifically approved at least annually (a) by the Board and by the vote of a majority of those members of the Board of Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund party or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written Fund. The Sub-Advisor shall furnish to the Manager or to the Board, promptly upon request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment hereof. (b) This Agreement may not be amended, transferred, sold or in any manner, hypothecated or pledged by the Sub-Advisor without the affirmative vote of a majority of the Board and by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party or by vote of a majority of the outstanding voting securities of the Fund. The Manager may immediately terminate this Agreement without notice to any party in the Adviser. event of its assignment by the Sub-Advisor. (c) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in Manager, by the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered Board or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" securities of the Fund, upon not more than 60 days written notice to the Sub-Advisor. This Agreement may be terminated by the Sub-Advisor upon 180 days written notice to the Manager and the Trust. This Agreement shall have terminate in the respective meanings set forth event of an “assignment,” as defined in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActInvestment Company Act of 1940.

Duration and Termination. (a) This Agreement shall become effective on the date hereof. This Agreement, unless sooner terminated as provided herein, shall continue until for two years following the earlier effective date of December 29this Agreement, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andFund following such effective date, if approved by a majority of the outstanding voting securities of the PortfolioFund (as defined in the 1940 Act), and thereafter shall continue automatically for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund Investment Company who are not parties to this Agreement or “interested persons persons” (as defined in the ▇▇▇▇ ▇▇▇) of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund Investment Company or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. Fund. (b) This Agreement may be terminated by the Portfolio Investment Company at any time, without the payment of any penalty, by vote of a majority of those members of the Board of Trustees who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Adviser or the Investment Company or by the majority vote of either the entire Board of Trustees of the Fund Investment Company or by vote of a majority of the outstanding voting securities of the Portfolio Fund on 60 days' ’ written notice to the Sub-Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 on 60 days' ’ written notice to the FundSub-Adviser. This Agreement may also be terminated by the Sub-Adviser on 90 days’ written notice to the Adviser and the Investment Company. This Agreement will automatically and immediately terminate in the event of its “assignment. Any notice under this Agreement shall be given ” (as defined in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act).

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29October 31, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, 2012 and thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund Company or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders holders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve the Portfolio in such capacity in the manner and to the extent permitted by the Company’s Board of Directors and the 1940 Act and rules Rules thereunder. This Agreement may be terminated by the Portfolio Company at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund Company or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' ’ written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' ’ written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 9, the terms "“assignment"”, "“interested persons"”, and "a “vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This AgreementAgreement shall become effective on ------------------------- _________ __, unless sooner terminated as 2000 provided herein, shall continue until that first it is approved by the earlier Board of December 29, 2001 or the date Trustees of the first annual Trust, including a majority of those trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders Investment Company Act of 1940, and by the Portfolio and, if approved by holders of a majority of the outstanding voting securities of the Portfolio, thereafter Series; and shall continue for periods of one year so long as in effect until _________ __, 2002. Thereafter, this Agreement may continue in effect only if such continuance is specifically approved at least annually by: (ai) the Trust's Board of Trustees or, (ii) by the vote of a majority of those members the outstanding voting securities of the Board Series; and in either event by a vote of Trustees a majority of those trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity party in the manner and to provided in Section 15(c) of the extent permitted by the 1940 Investment Company Act and rules thereunderof 1940. This Agreement may be terminated by the Portfolio Trust at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Series on 60 days' written notice to the AdviserAdvisor. This Agreement may be terminated by the Adviser Advisor at any time, without the payment of any penalty, upon 90 60 days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 98, the terms "assignment", "interested personsperson", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective on the date first above written and shall continue in effect, unless sooner terminated as provided herein, for two years from such date and shall continue until the earlier of December 29from year to year thereafter, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such provided each continuance is specifically approved at least annually by (ai) by the vote of a majority of those members the Board of Directors of the Company or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the Fund Directors who are not parties "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement or interested persons of any such partyAgreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty and without prejudice to securities transactions on behalf of the Fund in process at the time of termination, (ba) on sixty (60) days' written notice by the Board of Trustees Directors of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Company or by vote of holders of a majority "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Portfolio Fund's shares, (b) on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the FundAdvisor or (c) on ninety (90) days' written notice by the Sub-Advisor. This Agreement will be terminated automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth (as defined in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act). All transactions already initiated hereunder at the time of termination shall be completed in accordance with the Sub-Advisor's usual practice. On termination, the Sub-Advisor shall be entitled to charge the Advisor no additional fee save for: a) a proportion of the fee, corresponding to that part of the period by reference to which any periodic fees are payable, which has expired at the date of termination; b) any additional expenses which the Sub-Advisor necessarily incurs in terminating this Agreement.

Duration and Termination. This AgreementAgreement shall become effective on , unless sooner terminated as provided herein, 2011 (the “Effective Date”) and shall continue in effect until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2013, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund’s Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the respective outstanding voting securities of the Portfolio; provided however, that if the shareholders . This Agreement may at any time be terminated without payment of any penalty either by vote of the Portfolio fail ---------------- Board of Directors of the Fund or by vote of the holders of a majority of the respective outstanding voting securities of the Portfolio, on sixty days written notice to approve the Advisor. This Agreement as provided herein, the Adviser may continue to serve in such capacity shall automatically terminate in the manner and to the extent permitted by the 1940 Act and rules thereunderevent of its assignment. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 Advisor after ninety (90) days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' ’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaidpost-paid, to the other party at the principal any office of such party. As used in this Section 9section, the terms "“assignment", ",” “interested persons", ,” and "a “vote of a the holders of majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective on May , unless sooner terminated as 1994, provided herein, shall continue until that first it is approved by the earlier Board of December 29, 2001 or the date Trustees of the first annual Fund, including a majority of those trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in section 15(c) of the shareholders Investment Company Act of 1940, and by the Portfolio and, if approved by holders of a majority of the outstanding voting securities of the Portfolio, thereafter Fund; and shall continue for periods of one year so long as in effect until May , 1996. Thereafter, this Agreement may continue in effect only if such continuance is specifically approved at least annually by, (ai) the Fund's Board of Trustees or, (ii) by the vote of a majority of those members the outstanding voting securities of the Board Fund; and in either event by a vote of Trustees a majority of those trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such partyparty in the manner provided in section 15(c) of the Investment Company Act of 1940. Notwithstanding the foregoing, cast in person this Agreement may be terminated: (a) at a meeting called for the purpose of voting on such approval, and (b) any time without penalty by the Board of Trustees of Fund upon the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a the majority of the Fund's outstanding voting securities of the Portfolio on 60 securities, upon sixty (60) days' written notice to the Adviser. This Agreement may be terminated Adviser or (b) by the Adviser at any time, time without the payment of any penalty, upon 90 sixty (60) days' written notice to the Fund. This Agreement will also terminate automatically and immediately terminate in the event of its assignmentassignment (as defined in the 1940 Act). Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 98, the terms "assignment", "interested personsperson", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Portfolios as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Portfolios for successive periods of December 2912 months, 2001 provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Fund’s Board of Trustees or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of each Portfolio at the Portfoliotime outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 giving the Administrator 60 days' ’ notice (which notice may be waived by the Administrator), provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Trustees of the Fund in office at the time or by the vote of the holders of a majority of the voting securities of each Portfolio at the time outstanding and entitled to vote, or by the Administrator on 60 days’ written notice to (which notice may be waived by the Fund). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, The term of this Agreement shall continue until the earlier of December 29, 2001 or commence on the date that an amendment to the Trust's registration statement establishing the Fund becomes effective (the "Effective Date"), provided that first it is approved by the Board of Trustees of the first annual Trust, including a majority of those Trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders 1940 Act, and by the holders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund, thereafter and shall continue in effect for periods a period of one year so long as [one/two] years. This Agreement may continue in effect after its initial term only if such continuance is specifically approved at least annually by (ai) by the Trust's Board of Trustees or (ii) the vote of a majority of those members the outstanding voting securities of the Board Fund; and in either event by a vote of a majority of those Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such partyparty in the manner provided in Section 15(c) of the 1940 Act. Notwithstanding the foregoing, cast in person this Agreement may be terminated: (a) at a meeting called for the purpose of voting on such approval, and (b) any time without penalty by the Board of Trustees of Fund upon the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a the majority of the Fund's outstanding voting securities of the Portfolio on 60 securities, upon sixty (60) days' written notice to the Adviser. This Agreement may be terminated Adviser or (b) by the Adviser at any time, time without the payment of any penalty, upon 90 sixty (60) days' written notice to the Fund. This Agreement will also terminate automatically and immediately terminate in the event of its assignmentassignment (as defined in the 1940 Act). Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 98, the terms "assignment", "interested persons", person" and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective on February 8, unless sooner terminated as provided herein, 1996 (the "Effective Date") and shall continue in effect until the earlier of December 2922, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and1996, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Trust's Board of Trustees, including the vote of a majority of those members of the Board of Trustees of the Fund trustees who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Trust; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunderSeries. This Agreement may at any time be terminated by the Portfolio at any time, without the payment of any penalty, penalty either by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Series, on 60 days' sixty days written notice to the AdviserManager. This Agreement shall automatically terminate in the event of its assignment. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' Manager after ninety days written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignmentTrust. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 9, the terms "assignment", ," "interested persons," and a ", and "a vote of the holders of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the Investment Company Act of 1940 Actand Rule l8f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective on ____________ __, unless sooner terminated as provided herein, 2008 (the "Effective Date") and shall continue in effect until the earlier of December 29____________ __, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2010, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund's Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the respective outstanding voting securities of the Portfolio; provided however, that if the shareholders . This Agreement may at any time be terminated without payment of any penalty either by vote of the Portfolio fail ---------------- Board of Directors of the Fund or by vote of the holders of a majority of the respective outstanding voting securities of the Portfolio, on sixty days written notice to approve the Advisor. This Agreement as provided herein, the Adviser may continue to serve in such capacity shall automatically terminate in the manner and to the extent permitted by the 1940 Act and rules thereunderevent of its assignment. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 Advisor after ninety (90) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaidpost-paid, to the other party at the principal any office of such party. As used in this Section 9section, the terms "assignment", ," "interested persons," and a ", and "a vote of a the holders of majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This Agreement, unless (a) Unless sooner terminated as provided herein, this Agreement shall continue until the earlier in effect for a period of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) two years subsequent to its initial approval by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyBoard, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice Funds, as applicable, and thereafter, if not terminated, shall continue automatically from year to year, provided that such continuance is specifically approved at least annually by: (i) the Adviser. vote of a majority of those Trustees of the Trust who are not interested parties to this Agreement or “interested persons” (as defined within the meaning of Section 2(a)(19) of the 1940 Act) of any such party to this Agreement; and (ii) the Board, or by vote of a majority of the outstanding voting securities of the Fund, in accordance with all applicable provisions of the 1940 Act, and any applicable exemptive relief provided by the SEC. (b) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writingBoard, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" securities of the Fund on sixty (60) days’ written notice to the Sub-Adviser. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Adviser immediately upon written notice to the Sub-Adviser. (d) This Agreement shall have terminate automatically in the respective meanings set forth event of its assignment (as defined in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act) by the Sub-Adviser, or upon the termination of the Advisory Agreement as it relates to the Fund. (e) This Agreement may be terminated at any time by the Sub-Adviser on ninety (90) days’ written notice to the Fund and the Adviser, but any such termination shall not affect the status, obligations, or liabilities of the Sub-Adviser to the Fund and the Adviser arising prior to termination.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29June 30, 2001 1994 or the date of the first annual or special meeting of the shareholders of the Portfolio Series and, if approved by a majority of the outstanding voting securities of the PortfolioSeries, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund Corporation who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund Corporation or (c) by vote of a majority of the outstanding voting securities of the PortfolioSeries; provided provided, however, that if the shareholders holders of shares of the Portfolio Series fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules Rules thereunder. This Agreement may be terminated by the Portfolio Series at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund Corporation or by vote of a majority of the outstanding voting securities of the Portfolio Series on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 60 days' written notice to the FundSeries. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal any office of such partyparty and shall be deemed given when received by the addressee. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29October 31, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, 2002 and thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund Company or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders holders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve the Portfolio in such capacity in the manner and to the extent permitted by the Company's Board of Directors and the 1940 Act and rules Rules thereunder. This Agreement may be terminated by the Portfolio Company at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund Company or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 9, the terms "assignment", "interested persons", and a "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29October 31, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, 1998 and thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund Company or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders holders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve the Portfolio in such capacity in the manner and to the extent permitted by the Company's Board of Directors and the 1940 Act and rules Rules thereunder. This Agreement may be terminated by the Portfolio Company at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund Company or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 910, the terms "assignment", "interested persons", and a "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the for two years after its initial approval as to each Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, and thereafter shall continue for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund Trust or (c) by vote of a majority of the outstanding voting securities of the each Portfolio; provided provided, however, that if the shareholders of the any Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 Act and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated by the as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days' days written notice to the Adviser. This Agreement may be terminated , or by the Adviser at any time, time without the payment of any penalty, upon 90 days' on 60 days written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal primary office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Actunless such party has previously designated another address.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall become effective on the date first written above and shall continue until the earlier in effect for a period of December 29two years from such date, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, and thereafter only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund's Board of Trustees, including the vote of a majority of those members of the Board of Trustees of the Fund trustees who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the series; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunderseries. This Agreement may at any time be terminated by the Portfolio at any time, without the payment of any penalty, penalty either by vote of a majority of the entire Board of Trustees of the Fund or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Series, on 60 sixty days' written notice to the AdviserManager. This Agreement shall automatically terminate in the event of its assignment. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 Manager after ninety days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 9, the terms "assignment", ," "interested persons," and a ", and "a vote of the holders of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) This Contract shall become effective upon the date hereabove written, provided that this Contract shall not take effect with respect to any Fund unless it has first been approved (i) by the a vote of a majority of those members of the Board of independent Trustees of the Fund who are not parties to this Agreement Contract or "interested persons persons" (as defined in the 1940 Act) of any such partya party to this Contract, other than as Board members ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (cii) by vote of a majority of the that Fund's outstanding voting securities of securities, when required by the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement 1940 Act. (b) Unless sooner terminated as provided herein, the Adviser may this Contract shall continue in force and effect until , 200 . Thereafter, if not terminated, with respect to serve in each Fund, this Contract shall continue automatically for successive periods not to exceed twelve months each, provided that such capacity in the manner and to the extent permitted continuance is specifically approved at least annually (i) by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by a vote of a majority of the entire Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the Portfolio on 60 days' written notice foregoing, with respect to the Adviser. This Agreement any Fund this Contract may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to (i) by vote of the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered Board or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "by a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActFund on sixty days' written notice to Sub-Adviser; or (ii) by the Adviser on sixty days' written notice to Sub-Adviser; or (iii) by the Sub-Adviser on sixty days' written notice to the Trust. Termination of this Contract with respect to one Fund shall not affect the continued effectiveness of this Contract with respect to any other Fund. This Contract will automatically terminate in the event of its assignment.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue until become effective upon its approval by the earlier Fund's Board of December 29, 2001 or Directors and by the date vote of a majority of the first annual or special meeting out­standing voting securities of the shareholders Portfolio; provided, however, that at any time the Adviser shall have obtained exemptive relief from the SEC permitting it to engage a sub-adviser without first obtaining approval of the Portfolio and, if approved by Agreement from a majority major­ity of the outstanding voting securities of the Portfolioportfolio(s) involved, thereafter this Agree­ment shall become effective upon its approval by the Fund's Board of Direc­tors. Any sub-adviser so selected and approved shall be without the pro­tec­tion accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act, until such shareholder approval is obtained. This Agreement shall continue in effect for periods a period of one year from the date hereof only so long as such continuance is specifically approved at least annually (a) by annu­ally in conformance with the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party1940 Act; provided, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated (a) by the Portfolio at any time, without the payment of any penaltypen­alty, by the vote of a majority of the entire Board of Trustees Directors of the Fund or by the vote of a majority major­ity of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated Portfolio, (b) by the Adviser at any time, without the payment of any penalty, upon on not more than 60 days' nor less than 30 days' written notice to the other party, or (c) the Sub-Adviser at any time, with­out the payment of any penalty, on 90 days' written notice to the Fundother party. This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given assign­ment, or in writing, addressed and delivered or mailed postpaid, to the other party at event of a termination of the principal office of such partyAdviser's agreement with the Fund. As used in this Section 910, the terms "assignment", "interested persons", " and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4)the 1940 Act and the rules and regulations thereunder, Section 2(a)(19) and Section 2(a)(42) of subject to such exceptions as may be granted by the SEC under the 1940 Act.

Duration and Termination. This AgreementAgreement shall become effective on ------------------------- DECEMBER 18, unless sooner terminated as 1998 provided herein, shall continue until that first it is approved by the earlier Board of December 29, 2001 or the date Trustees of the first annual Trust, including a majority of those trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders Investment Company Act of 1940, and by the Portfolio and, if approved by holders of a majority of the outstanding voting securities of the Portfolio, thereafter Series; and shall continue for periods of one year so long as in effect until DECEMBER 18, 2000. Thereafter, this Agreement may continue in effect only if such continuance is specifically approved at least annually by: (ai) the Trust's Board of Trustees or, (ii) by the vote of a majority of those members the outstanding voting securities of the Board Series; and in either event by a vote of Trustees a majority of those trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity party in the manner and to provided in Section 15(c) of the extent permitted by the 1940 Investment Company Act and rules thereunderof 1940. This Agreement may be terminated by the Portfolio Trust at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Series on 60 days' written notice to the AdviserAdvisor. This Agreement may be terminated by the Adviser Advisor at any time, without the payment of any penalty, upon 90 60 days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 98, the terms "assignment", "interested personsperson", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29April 30, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2006, if approved by a majority of the outstanding voting securities of the Portfolioand thereafter, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by vote of the Fund’s Board of Trustees, including the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees of the Fund or (c) by affirmative vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunderFund. This Agreement may be terminated by the Portfolio any Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio Fund on 60 days' ’ written notice to the Adviser. This Agreement may be terminated Advisor, or by the Adviser Advisor at any time, without the payment of any penalty, upon on 90 days' day’s written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 910, the terms "“assignment"”, "“interested persons"”, and "a “vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(192(a)(l9) and Section 2(a)(42) of the 1940 ActInvestment Company Act of 1940.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29June __, 2001 2000 or the date of the first annual or special meeting of the shareholders of the Portfolio Trust, if any, and, if approved by a majority of the outstanding voting securities of the PortfolioTrust, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund Trust or (c) by vote of a majority of the outstanding voting securities of the PortfolioTrust; provided however, that if the -------- ------- shareholders of the Portfolio Trust fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio Trust at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the Portfolio Trust on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the FundTrust. This Agreement agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", ," "interested persons,", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. (a) This AgreementContract shall become effective upon the date written above, provided that, with respect to any class of Shares of a Series, this Contract shall not take effect unless such action has first been approved by vote of a majority of the Board and by vote of a majority of those Board members who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the Plan relating to the Series or in any agreements related thereto ("Independent Board Members"), cast in person at a meeting called for the purpose of voting on such action. (b) Unless sooner terminated as provided herein, this Contract shall continue until in effect for two years from the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andabove written date. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Contract shall continue automatically for successive periods of one year so long as twelve months each, provided that such continuance is specifically approved at least annually (ai) by the a vote of a majority of those members of the Independent Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyMembers, cast in person at a meeting called for the purpose of voting on such approval, and (bii) by the Board or with respect to a class of Trustees Shares of the Fund or (c) any given Series by vote of a majority of the outstanding voting securities of that class of Shares of such Series. (c) Notwithstanding the Portfolio; provided howeverforegoing, that if the shareholders with respect to a class of the Portfolio fail ---------------- to approve the Agreement as provided hereinShares of a Series, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement this Contract may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of the Board, by vote of a majority of the entire Independent Board of Trustees of the Fund Members or by vote of a majority of the outstanding voting securities of that class of Shares of the Portfolio Series on 60 sixty days' written notice to the Adviser. This Agreement may be terminated ▇▇▇▇▇▇▇ Advisors or by the Adviser Brinson Advisors at any time, without the payment of any penalty, upon 90 on sixty days' written notice to the FundFund or such Series. This Agreement Contract will automatically and immediately terminate in the event of its assignment. Any notice under . (d) Termination of this Agreement Contract with respect to a class of Shares of any given Series shall be given in writing, addressed and delivered no way affect the continued validity of this Contract or mailed postpaid, the performance thereunder with respect to the any other party at the principal office classes of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote Shares of a majority that Series or any classes of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) Shares of the 1940 Actany other Series.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29March 31, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. (a) This AgreementAgreement will become effective as of the date hereof and, unless sooner terminated as provided hereinherein provided, shall remain in effect for two (2) years from said date. Thereafter, this Agreement will continue until the earlier of December 29in effect from year to year, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, subject to its termination provisions and all other terms and conditions hereof if approved by a majority of the outstanding voting securities of the Portfolio, thereafter such continuation shall continue for periods of one year so long as such continuance is be specifically approved at least annually (a) by the Board and by the vote of a majority of those members of the Board of Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund party or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and . The Sub-Advisor shall furnish to the extent permitted by Manager or to the 1940 Act and rules thereunder. Board, promptly upon request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment hereof. (b) This Agreement may not be terminated amended, transferred, sold or in any manner, hypothecated or pledged by the Portfolio at any time, Sub-Advisor without the payment of any penalty, by affirmative vote of a majority of the entire Board and by the vote of a majority of the Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written Portfolio. The Manager may immediately terminate this Agreement without notice to any party in the Adviser. event of its assignment by the Sub-Advisor. (c) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in Manager, by the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered Board or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActPortfolio, upon written notice to the Sub-Advisor. This Agreement may be terminated by the Sub-Advisor upon 180 days written notice to the Manager and the Trust.

Duration and Termination. This AgreementAgreement shall become effective on __________, unless sooner terminated as provided herein, 2013 (the “Effective Date”) and shall continue until the earlier of December 29in effect until__________, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2015, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund’s Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the respective outstanding voting securities of the Portfolio; provided however, that if the shareholders . This Agreement may at any time be terminated without payment of any penalty either by vote of the Portfolio fail ---------------- Board of Directors of the Fund or by vote of the holders of a majority of the respective outstanding voting securities of the Portfolio, on sixty days written notice to approve the Advisor. This Agreement as provided herein, the Adviser may continue to serve in such capacity shall automatically terminate in the manner and to the extent permitted by the 1940 Act and rules thereunderevent of its assignment. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 Advisor after ninety (90) days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' ’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaidpost-paid, to the other party at the principal any office of such party. As used in this Section 9section, the terms "“assignment", ",” “interested persons", ,” and "a “vote of a the holders of majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29_______, 2001 1999 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the ---------------- shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue remain in effect until the earlier of December 29, 2001 or the two years from date of the first annual or special meeting of the shareholders of the Portfolio andexecution, if approved by a majority of the outstanding voting securities of the Portfolioand thereafter, thereafter shall continue for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those members Directors of the Board of Trustees of the Fund Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund Company or (c) by vote of a majority of the outstanding voting securities Units of the PortfolioCompany; provided provided, however, that if the shareholders Members of the Portfolio Company fail ---------------- to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve in such capacity hereunder in the manner and to the extent permitted by the 1940 Investment Company Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the Investment Company Act and the rules and regulations thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, penalty by vote of a majority of the entire Board of Trustees Directors of the Fund Company or by vote of a majority of the outstanding voting securities Units of the Portfolio Company on not less than 30 days nor more than 60 days' days written notice to the Adviser. This Agreement may be terminated Investment Manager, or by the Adviser Investment Manager at any time, time without the payment of any penalty, upon on 90 days' days written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 912, the terms "“assignment"”, "“interested persons"”, and "a “vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) the Investment Company Act and Section 2(a)(42) of the 1940 rules and regulations thereunder; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This AgreementAgreement shall become effective on __________, unless sooner terminated as provided herein, 2012 (the “Effective Date”) and shall continue until the earlier of December 29in effect until__________, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and201_, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund’s Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the respective outstanding voting securities of the Portfolio; provided however, that if the shareholders . This Agreement may at any time be terminated without payment of any penalty either by vote of the Portfolio fail ---------------- Board of Directors of the Fund or by vote of the holders of a majority of the respective outstanding voting securities of the Portfolio, on sixty days written notice to approve the Advisor. This Agreement as provided herein, the Adviser may continue to serve in such capacity shall automatically terminate in the manner and to the extent permitted by the 1940 Act and rules thereunderevent of its assignment. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 Advisor after ninety (90) days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' ’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaidpost-paid, to the other party at the principal any office of such party. As used in this Section 9section, the terms "“assignment", ",” “interested persons", ,” and "a “vote of a the holders of majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective on , unless sooner terminated as provided herein, 2009 (the “Effective Date”) and shall continue in effect until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2011, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund’s Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the respective outstanding voting securities of the Portfolio; provided however, that if the shareholders . This Agreement may at any time be terminated without payment of any penalty either by vote of the Portfolio fail ---------------- Board of Directors of the Fund or by vote of the holders of a majority of the respective outstanding voting securities of the Portfolio, on sixty days written notice to approve the Advisor. This Agreement as provided herein, the Adviser may continue to serve in such capacity shall automatically terminate in the manner and to the extent permitted by the 1940 Act and rules thereunderevent of its assignment. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 Advisor after ninety (90) days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' ’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaidpost-paid, to the other party at the principal any office of such party. As used in this Section 9section, the terms "“assignment", ",” “interested persons", ,” and "a “vote of a the holders of majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. (a) This AgreementAgreement will become effective as of the date hereof and, unless sooner terminated as provided hereinherein provided, shall remain in effect for two (2) years from said date. Thereafter, this Agreement will continue until the earlier of December 29in effect from year to year, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, subject to its termination provisions and all other terms and conditions hereof if approved by a majority of the outstanding voting securities of the Portfolio, thereafter such continuation shall continue for periods of one year so long as such continuance is be specifically approved at least annually (a) by the Board and by the vote of a majority of those members of the Board of Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund party or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written Fund. The Sub-Advisor shall furnish to the Manager or to the Board, promptly upon request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment hereof. (b) This Agreement may not be amended, transferred, sold or in any manner, hypothecated or pledged by the Sub-Advisor without the affirmative vote of a majority of the Board and by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party or by vote of a majority of the outstanding voting securities of the Fund. The Manager may immediately terminate this Agreement without notice to any party in the Adviser. event of its assignment by the Sub- Advisor. (c) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in Manager, by the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered Board or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" securities of the Fund, upon written notice to the Sub-Advisor. This Agreement may be terminated by the Sub-Advisor upon 180 days written notice to the Manager and the Trust. This Agreement shall have terminate in the respective meanings set forth event of an “assignment,” as defined in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActInvestment Company Act of 1940.

Duration and Termination. (a) This Agreement, unless agreement shall become effective on the date first written above. Unless sooner terminated as provided hereinin this Section 7(a), this Agreement shall continue in effect until the earlier of December 29, 2001 or one year after the date of the first annual or special meeting of the shareholders of the Portfolio andwritten above. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue automatically for periods successive terms of one year so long as year, provided that such continuance is specifically approved at least annually (a) by the a vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or "interested persons persons" of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by a vote of a "majority of the outstanding voting securities securities" of the PortfolioTrust; provided provided, however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio Trust at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by a vote of a "majority of the outstanding voting securities securities" of the Portfolio Trust, on 60 sixty (60) days' prior written notice to the Adviser. This Agreement may be terminated Equitable or by the Adviser Equitable at any time, without the payment of any penalty, upon 90 on sixty (60) days' prior written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" and "interested persons" shall have the respective meanings set forth same meaning as such terms have in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act. Upon termination of this Agreement, the Trust shall pay to Equitable such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.

Duration and Termination. This AgreementAgreement shall become effective on October 18, unless sooner terminated as provided herein, 1996 (the "Effective Date") and shall continue in effect until the earlier of December 2923, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and1996, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Trust's Board of Trustees, including the vote of a majority of those members of the Board of Trustees of the Fund trustees who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Trust; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunderSeries. This Agreement may at any time be terminated by the Portfolio at any time, without the payment of any penalty, penalty either by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Series, on 60 days' sixty days written notice to the AdviserManager. This Agreement shall automatically terminate in the event of its assignment. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' Manager after ninety days written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignmentTrust. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 9, the terms "assignment", ," "interested persons," and a ", and "a vote of the holders of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the Investment Company Act of 1940 Actand Rule l8f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Trust for successive periods of December 2912 months, 2001 provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust's Board of Trustees or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioTrust at the time outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Trust at any time, without the payment of any penalty, upon 90 giving the Advisor 60 days' notice (which notice may be waived by the Advisor), pro vided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Advisor on 60 days' written notice to (which notice may be waived by the FundTrust). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) This Agreement shall become effective as of the date first written above. This Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if Fund or by the shareholders vote of the Portfolio fail ---------------- Fund’s trustees or by the Adviser. The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to approve the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as provided hereinaforesaid, the Adviser may shall be entitled to any amounts owed under Sections 2 or 5 through the date of termination or expiration, and Section 8 shall continue in force and effect and apply to serve in such capacity in the manner Adviser and its representatives as and to the extent permitted applicable. (b) This Agreement shall continue in effect for two years from the date hereof, or to the extent consistent with the requirements of the 1940 Act, from the date of the Fund’s election to be regulated as a BDC under the 1940 Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice Fund and (ii) the vote of a majority of the Fund’s Board of Trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment ▇▇▇▇ ▇▇▇) of any penaltysuch party, upon 90 days' written notice to in accordance with the Fund. requirements of the 1940 Act. (c) This Agreement will automatically and immediately terminate in the event of its “assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office ” (as such term is defined for purposes of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(4215(a)(4) of the 1940 Act).

Duration and Termination. (a) This Agreement, unless Agreement shall become effective on the date first written above. Unless sooner terminated as provided hereinin this section 5(a), this Agreement shall continue in effect until the earlier of December 29, 2001 or two years after the date of the first annual or special meeting of the shareholders of the Portfolio andwritten above. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue automatically for periods successive terms of one year so long as year, provided that such continuance is specifically approved at least annually (a) by the a vote of a majority of those members of the Fund's Board of Trustees of the Fund who are not parties to this Agreement or "interested persons persons" of any such party, cast in person at a meeting called for the purpose of voting on such approval, and ; (b) by the Fund's Board of Trustees of the Fund or (c) by a vote of a "majority of the outstanding voting securities securities" of the PortfolioFund; provided provided, however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This his Agreement may be terminated by the Portfolio Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by a vote of a "majority of the outstanding voting securities securities" of the Portfolio Trust, on 60 days' sixty (60) days prior written notice to the Adviser. This Agreement may be terminated Administrator or by the Adviser Administrator at any time, without the payment of any penalty, upon 90 days' on sixty (60) days prior written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms term "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth same meaning as such term has in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act. Upon termination of this Agreement, the Fund shall pay to the Administrator such compensation and any documented and agreed upon out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.

Duration and Termination. This AgreementAgreement will become effective on June 22, unless sooner terminated 2001, and will continue in effect until June 22, 2003, and thereafter, only so long as provided herein, shall continue until the earlier of December 29, 2001 or the date such continuance is approved at least annually by votes of the first annual Trust's Board of Trustees who are not parties to such Agreement or special interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Portfolio andFund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the PortfolioFund. Provided, thereafter shall continue for periods however, that (i) this Agreement may at any time be terminated without payment of one year so long as any penalty either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, on thirty days' written notice to Adviser, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by Adviser on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such continuance is specifically party. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approvalamendment, and (b) to the extent required by the Board of Trustees of the Fund or (c) 1940 Act, by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders Fund of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such partyTrust. As used in this Section 9, the terms "assignment", ," "interested persons," a ", and "a vote of a majority of the outstanding voting securities" shall will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActInvestment Fund Act of 1940.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall become effective on January 2000 (the "Effective Date") and shall continue in effect until the earlier of December 29January , 2001 or the date 2002, provided that it is approved in accordance with Section 15 of the first annual or special meeting of Act by the shareholders stockholders of the Portfolio andat the next Special Meeting of Stockholders held after execution of this Agreement. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue this Agreement may be continued in effect for successive one-year periods of one year so long as provided each such continuance is specifically approved at least annually (a) by a vote of the Fund's Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may at any time be terminated by the Portfolio at any time, without the payment of any penalty, penalty either by vote of a majority of the entire Board of Trustees Directors of the Fund or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Portfolio, on 60 days' sixty days written notice to the AdviserManager. This Agreement shall automatically terminate in the event of its assignment. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' Manager after ninety days written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 97, the terms "assignment", ," "interested persons," and a ", and "a vote of the holders of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the 1940 ActAct and Rule l8f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue until the earlier in effect for a period of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andtwo years. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue in effect with respect to the Fund for successive periods of one year so long as 12 months, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those (a) the members of the Fund’s Board of Trustees Directors, (b) the members of the Fund Corporation’s Board of Directors who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (bc) by either the Corporation’s Board of Trustees of the Fund Directors or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided howeverCorporation. Notwithstanding the foregoing, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any timeCorporation, without the payment of any penalty, by vote of a majority on behalf of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Fund, at any time, without the payment of any penalty, upon 90 giving the Advisor 60 days' ’ notice (which notice may be waived by the Advisor), provided that such termination by the Corporation, on behalf of the Fund, shall be directed or approved by the vote of a majority of the Directors of the Fund and Directors of the Corporation in office at the time, or by the vote of the holders of a majority of the voting securities of the Corporation at the time outstanding and entitled to vote, or by the Advisor on 60 days’ written notice to (which notice may be waived by the Corporation, on behalf of the Fund). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until August 16, 2015 and thereafter, may continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, in effect only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members Managers of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board a vote of Trustees a majority of the Fund Fund’s Board or (c) by vote of a majority of the outstanding voting securities of the PortfolioFund; provided provided, however, that if the shareholders interest holders of the Portfolio any Fund fail ---------------- to approve the Agreement as provided herein, the Adviser Advisor may continue to serve in such capacity hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. This The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. Notwithstanding the foregoing, this Agreement may be terminated by as to the Portfolio Fund at any time, without the payment of any penalty, penalty by vote of a majority of the entire Board of Trustees members of the Fund Fund’s Board or by vote of a majority of the outstanding voting securities of the Portfolio Fund on 60 days' days written notice to the Adviser. This Agreement may be terminated Advisor, or by the Adviser Advisor at any time, time without the payment of any penalty, upon 90 days' on 60 days written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 911, the terms "assignment", "interested persons", and a "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration and Termination. This AgreementAgreement shall become effective on ______ __, unless sooner terminated as 1998 provided herein, shall continue until that first it is approved by the earlier Board of December 29, 2001 or the date Trustees of the first annual Trust, including a majority of those trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders Investment Company Act of 1940, and by the Portfolio and, if approved by holders of a majority of the outstanding voting securities of the Portfolio, thereafter Series; and shall continue for periods of one year so long as in effect until ______ __, 2000. Thereafter, this Agreement may continue in effect only if such continuance is specifically approved at least annually by: (ai) the Trust's Board of Trustees or, (ii) by the vote of a majority of those members the outstanding voting securities of the Board Series; and in either event by a vote of Trustees a majority of those trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity party in the manner and to provided in Section 15(c) of the extent permitted by the 1940 Investment Company Act and rules thereunderof 1940. This Agreement may be terminated by the Portfolio Trust at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Series on 60 days' written notice to the AdviserAdvisor. This Agreement may be terminated by the Adviser Advisor at any time, without the payment of any penalty, upon 90 60 days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 98, the terms "assignment", "interested personsperson", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective as of the date the Corporation commences investment operations and, unless sooner terminated with respect to the Corporation as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Corporation for successive annual periods, provided such continuance is specifically approved at least annually by both (a) the vote of December 29, 2001 a majority of the Corporation’s Board of Directors or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioCorporation at the time outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund Directors who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Corporation at any time, without the payment of any penalty, upon 90 giving the Adviser not less than 60 days' ’ notice (which notice may be waived in whole or in part by the Adviser), provided that such termination by the Corporation shall be directed or approved by the vote of a majority of the Directors of the Corporation in office at the time or by the vote of the holders of a majority of the voting securities of the Corporation at the time outstanding and entitled to vote, or by the Adviser on not less than 60 days’ written notice to (which notice may be waived in whole or in part by the FundCorporation). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and the regulations thereunder.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29April 30, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2006, if approved by a majority of the outstanding voting securities of the Portfolioand thereafter, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by vote of the Fund's Board of Trustees, including the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees of the Fund or (c) by affirmative vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunderFund. This Agreement may be terminated by the Portfolio any Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio Fund on 60 days' written notice to the Adviser. This Agreement may be terminated Advisor, or by the Adviser Advisor at any time, without the payment of any penalty, upon on 90 days' day's written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 910, the terms "assignment", "interested persons", and a "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(192(a)(l9) and Section 2(a)(42) of the 1940 ActInvestment Company Act of 1940.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund or (c) by vote of a majority of the outstanding voting securities of the PortfolioFund; provided however, that if the shareholders Shareholders of the Portfolio Fund fail ---------------- to approve the this Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio Fund on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", " and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue until the earlier in effect for a period of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andtwo years. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue in effect with respect to the Fund for successive periods of one year so long as 12 months, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those (a) the members of the Fund’s Board of Trustees Directors, (b) the members of the Fund Corporation’s Board of Directors who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (bc) by either the Corporation’s Board of Trustees of the Fund Directors or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided howeverSeries. Notwithstanding the foregoing, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any timeCorporation, without the payment of any penalty, by vote of a majority on behalf of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Fund, at any time, without the payment of any penalty, upon 90 giving the Advisor 60 days' ’ notice (which notice may be waived by the Advisor), provided that such termination by the Corporation, on behalf of the Fund, shall be directed or approved by the vote of a majority of the Directors of the Fund and Directors of the Corporation in office at the time, or by the vote of the holders of a majority of the voting securities of the Series at the time outstanding and entitled to vote, or by the Advisor on 60 days’ written notice to (which notice may be waived by the Corporation, on behalf of the Fund). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, The term of this Agreement shall continue until the earlier of December 29, 2001 or commence with respect to a Fund on the date set forth opposite the Fund's name as set forth on Schedule A hereto (the "Effective Date"), provided that first it is approved by the Board of Trustees of the first annual Trust, including a majority of those Trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders 1940 Act, and by the holders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund, thereafter and shall continue in effect for periods of one year so long as the initial term set forth in Schedule A. This Agreement shall continue in effect with respect to a Fund after its initial term, provided such continuance is specifically approved at least annually by (ai) by the Trust's Board of Trustees or (ii) the vote of a majority of those members the outstanding voting securities of the Board Fund; and in either event by a vote of a majority of those Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such partyparty in the manner provided in Section 15(c) of the 1940 Act. Notwithstanding the foregoing, cast in person this Agreement may be terminated with respect to a Fund: (a) at a meeting called for the purpose of voting on such approval, and (b) any time without penalty by the Board of Trustees of Fund upon the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a the majority of the Fund's outstanding voting securities of the Portfolio on 60 securities, upon sixty (60) days' written notice to the Adviser. This Agreement may be terminated Adviser or (b) by the Adviser at any time, time without the payment of any penalty, upon 90 sixty (60) days' written notice to the Fund. This Agreement will also terminate automatically and immediately terminate in the event of its assignmentassignment (as defined in the 1940 Act). Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9thereunder, subject to such exemptions as may be granted by the terms "assignment"SEC by any rule, "interested persons"regulation, and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Actorder or interpretive guidance.

Duration and Termination. This AgreementAgreement shall become effective on __________, unless sooner terminated as provided herein, 2008 (the "Effective Date") and shall continue until the earlier of December 29in effect until__________, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2010, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund's Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the respective outstanding voting securities of the Portfolio; provided however, that if the shareholders . This Agreement may at any time be terminated without payment of any penalty either by vote of the Portfolio fail ---------------- Board of Directors of the Fund or by vote of the holders of a majority of the respective outstanding voting securities of the Portfolio, on sixty days written notice to approve the Advisor. This Agreement as provided herein, the Adviser may continue to serve in such capacity shall automatically terminate in the manner and to the extent permitted by the 1940 Act and rules thereunderevent of its assignment. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 Advisor after ninety (90) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaidpost-paid, to the other party at the principal any office of such party. As used in this Section 9section, the terms "assignment", ," "interested persons," and a ", and "a vote of a the holders of majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Fund for successive periods of December 2912 months, 2001 provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund at the time outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Trust at any time, without the payment of any penalty, upon 90 giving the Adviser 60 days' ’ notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or by the Adviser on 60 days’ written notice to (which notice may be waived by the FundTrust). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This AgreementAgreement will become effective on July 31, unless sooner terminated 2000, and will continue in effect until July 30, 2002, and thereafter, only so long as provided herein, shall continue until the earlier of December 29, 2001 or the date such continuance is approved at least annually by votes of the first annual Trust's Board of Trustees who are not parties to such Agreement or special interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Portfolio andFund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the PortfolioFund. Provided, thereafter shall continue for periods however, that (i) this Agreement may at any time be terminated without payment of one year so long as any penalty either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, on thirty days' written notice to Adviser, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by Adviser on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such continuance is specifically party. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approvalamendment, and (b) to the extent required by the Board of Trustees of the Fund or (c) 1940 Act, by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders Fund of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such partyTrust. As used in this Section 9, the terms "assignment", ," "interested persons," a ", and "a vote of a majority of the outstanding voting securities" shall will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActInvestment Fund Act of 1940.

Duration and Termination. This AgreementAgreement shall become effective on __________, unless sooner terminated as provided herein, 201_ (the “Effective Date”) and shall continue until the earlier of December 29in effect until__________, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and201_, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Fund’s Board of Directors, including the vote of a majority of those members of the Board of Trustees of the Fund directors who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the respective outstanding voting securities of the Portfolio; provided however, that if the shareholders . This Agreement may at any time be terminated without payment of any penalty either by vote of the Portfolio fail ---------------- Board of Directors of the Fund or by vote of the holders of a majority of the respective outstanding voting securities of the Portfolio, on sixty days written notice to approve the Advisor. This Agreement as provided herein, the Adviser may continue to serve in such capacity shall automatically terminate in the manner and to the extent permitted by the 1940 Act and rules thereunderevent of its assignment. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 Advisor after ninety (90) days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' ’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaidpost-paid, to the other party at the principal any office of such party. As used in this Section 9section, the terms "“assignment", ",” “interested persons", ,” and "a “vote of a the holders of majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective on July 16, unless sooner terminated as 2012 provided herein, shall continue until that first it is approved by the earlier Board of December 29, 2001 or the date Trustees of the first annual Trust, including a majority of those trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders Investment Company Act of 1940, as amended (the Portfolio and, if approved "1940 Act") and by the holders of a majority of the outstanding voting securities of the Portfolio, thereafter Series; and shall continue in effect for periods an initial period of one year so long as two years. Thereafter, this Agreement may continue in effect only if such continuance is specifically approved at least annually by: (ai) the Trust's Board of Trustees; or (ii) by the vote of a majority of those members the outstanding voting securities of the Board Series; and in either event by a vote of Trustees a majority of those trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity party in the manner and to the extent permitted by provided in Section 15(c) of the 1940 Act and rules thereunderAct. This Agreement may be terminated by the Portfolio Trust at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Series on 60 days' written notice to the AdviserAdvisor. This Agreement may be terminated by the Adviser Advisor at any time, without the payment of any penalty, upon 90 60 days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", ," "interested persons", person," and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder. 10.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Fund for successive periods of December 2912 months, 2001 provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Corporation's Board of Directors or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund at the time outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund Directors who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any timeCorporation, without the payment of any penalty, by vote of a majority on behalf of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Fund, at any time, without the payment of any penalty, upon 90 giving the Advisor 60 days' notice (which notice may be waived by the Advisor), provided that such termination by the Corporation, on behalf of the Fund, shall be directed or approved by the vote of a majority of the Directors of the Corporation in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or by the Advisor on 60 days' written notice to (which notice may be waived by the Corporation, on behalf of the Fund). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue until become effective upon its execution after approval by the earlier Fund's Board of December 29, 2001 or Directors and by the date vote of a majority of the first annual or special meeting out­standing voting securities of the shareholders Portfolio; provided, however, that at any time the Adviser shall have obtained exemptive relief from the SEC permitting it to engage a sub-adviser without first obtaining approval of the Portfolio and, if approved by Agreement from a majority major­ity of the outstanding voting securities of the Portfolioportfolio(s) involved, thereafter this Agree­ment shall become effective upon its approval by the Fund's Board of Direc­tors. Any sub-adviser so selected and approved shall be without the pro­tec­tion accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act, until such shareholder approval is obtained. This Agreement shall continue in effect for periods a period of one year from the date hereof only so long as such continuance is specifically approved at least annually (a) by annu­ally in conformance with the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party1940 Act; provided, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated (a) by the Portfolio at any time, without the payment of any penaltypen­alty, by the vote of a majority of the entire Board of Trustees Directors of the Fund or by the vote of a majority major­ity of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated Portfolio, (b) by the Adviser at any time, without the payment of any penalty, upon on not more than 60 days' nor less than 30 days' written notice to the other party, or (c) the Sub-Adviser at any time, with­out the payment of any penalty, on 90 days' written notice to the Fundother party. This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given assign­ment, or in writing, addressed and delivered or mailed postpaid, to the other party at event of a termination of the principal office of such partyAdvisory Agreement. As used in this Section 910, the terms "assignment", "interested persons", " and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4)the 1940 Act and the rules and regulations thereunder, Section 2(a)(19) and Section 2(a)(42) of subject to such exceptions as may be granted by the SEC under the 1940 Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue until the earlier of December 29_________, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2002, if approved by a majority of the outstanding voting securities of the Portfolio, and thereafter shall continue automatically for periods of one year so long as successive annual periods, provided such continuance is specifically approved at least annually by (ai) by the Directors or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities (as defined in the 1940 Act), provided that in either event the continuance is also approved by a majority of those members of the Board of Trustees of the Fund Directors who are not parties to this Agreement or "interested persons persons" (as defined in the ▇▇▇▇ ▇▇▇) of any such partyparty to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and this Agreement may be terminated: (ba) at any time without penalty by the Board of Trustees of Fund upon the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Directors or by vote of a the majority of the Fund's outstanding voting securities of the Portfolio on 60 securities, upon sixty (60) days' written notice to the Sub-Adviser. This Agreement may be terminated ; (b) by the Adviser at any time, time without the payment of any penalty, upon 90 sixty (60) days' written notice to the FundSub-Adviser or (c) by the Sub-Adviser at any time without penalty, upon sixty (60) days' written notice to the Company. This Agreement will also terminate automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given assignment (as defined in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act). Any termination of this Agreement will be without prejudice to the completion of transactions already initiated by the Sub-Adviser on behalf of the Fund at the time of such termination. The Sub-Adviser shall take all steps reasonably necessary after such termination to complete any such transactions and is hereby authorized to take such steps.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Series as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Series for successive periods of December 2912 months, 2001 provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of each Series at the Portfoliotime outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Trust at any time, without the payment of any penalty, upon 90 giving the Advisor 60 days' ’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of each Series at the time outstanding and entitled to vote, or by the Advisor on 60 days’ written notice to (which notice may be waived by the FundTrust). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29October 31, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, 2007 and thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund Company or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders holders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve the Portfolio in such capacity in the manner and to the extent permitted by the Company's Board of Directors and the 1940 Act and rules Rules thereunder. This Agreement may be terminated by the Portfolio Company at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund Company or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 910, the terms "“assignment"”, "“interested persons"”, and "a “vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This Agreement, unless (a) Unless sooner terminated as provided herein, this Agreement shall continue until the earlier in effect for a period of December 29two years subsequent to its initial execution, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andand thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter shall continue for periods of one automatically from year so long as to year, provided that such continuance is specifically approved at least annually by: (ai) by the vote of a majority of those members of the Board of Trustees of the Fund Trust who are not interested parties to this Agreement or “interested persons persons” (as defined within the meaning of Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of any such party, cast in person at a meeting called for the purpose of voting on such approval, party to this Agreement; and (bii) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided howeverBoard, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to Fund, in accordance with all applicable provisions of the Adviser. 1940 Act and any applicable exemptive relief provided by the SEC. (b) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writingBoard, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActFund on sixty (60) days’ written notice to the Sub-Adviser. (c) The Agreement may be terminated at any time, without the payment of any penalty, by the Adviser on one hundred and twenty (120) days’ written notice to the Sub-Adviser. (d) This Agreement may be terminated at any time by the Sub-Adviser on one hundred and twenty (120) days’ written notice to the Fund and the Adviser, but any such termination shall not affect the status, obligations, or liabilities of the Sub-Adviser to the Fund and the Adviser arising prior to termination. (e) This Agreement will terminate automatically in the event of its assignment (as defined in the ▇▇▇▇ ▇▇▇) by the Sub-Adviser, or upon the termination of the Investment Advisory Agreement as it relates to the Fund. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment of this Agreement by the Sub-Adviser.

Duration and Termination. This Agreement, unless sooner terminated Agreement will become effective as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, hereof and will continue in effect thereafter shall continue for periods of one year only so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members votes of the Trust’s Board of Trustees of the Fund who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of the Agreement may be presented to the shareholders of a Fund; in such event, such continuance will be effected with respect to that Fund only if approved by the Board of Trustees of the Fund or (c) by affirmative vote of a majority of the outstanding voting securities of the Portfolio; provided Fund. Provided, however, that if the shareholders of the Portfolio fail ---------------- to approve the (i) this Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and at any time be terminated with respect to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at Trust or with respect to any time, Fund without the payment of any penalty, penalty either by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio Fund, on 60 sixty days' ’ written notice to the Adviser. This Agreement may be terminated by the Adviser at any timeVanguard and VMC, without the payment of any penalty, upon 90 days' written notice to the Fund. This (ii) this Agreement will automatically and immediately terminate in the event of its assignment, and (iii) this Agreement may be terminated by Vanguard or VMC on ninety days’ written notice to the Fund. Any notice under this Agreement shall will be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 911, the terms "“assignment", ",” “interested persons", and ",” a “vote of a majority of the outstanding voting securities" shall ” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue until the earlier in effect for a period of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andtwo years. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue in effect with respect to the Fund for successive periods of one year so long as 12 months, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those (a) the members of the Fund’s Board of Trustees Directors, (b) the members of the Fund Corporation’s Board of Directors who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (bc) by either the Corporation’s Board of Trustees of the Fund Directors or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided howeverSeries. Notwithstanding the foregoing, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any timeCorporation, without the payment of any penalty, by vote of a majority on behalf of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Fund, at any time, without the payment of any penalty, upon 90 giving the Advisor 60 days' ’ notice (which notice may be waived by the Advisor), provided that such termination by the Corporation, on behalf of the Fund, shall be directed or approved by the vote of a majority of the Directors of the Fund and Directors of the Corporation in office at the time or by the vote of the holders of a majority of the voting securities of the Series at the time outstanding and entitled to vote, or by the Advisor on 60 days’ written notice to (which notice may be waived by the Corporation, on behalf of a Fund). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue until the earlier of December 29, 2001 or become effective on the date that the Trust's registration statement is declared effective by the U.S. Securities and Exchange Commission, provided that first it is approved by the Board of Trustees of the first annual Trust, including a majority of those Trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders Investment Company Act of 1940, as amended (the Portfolio and"Act"), if approved and by the holders of a majority of the outstanding voting securities of the Portfolio, thereafter Fund; and shall continue in effect for periods of one year so long as two years. Thereafter, this Agreement may continue in effect only if such continuance is specifically approved at least annually by: (ai) the Trust's Board of Trustees or, (ii) by the vote of a majority of those members the outstanding voting securities of the Board Fund; and in either event by a vote of a majority of those Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity party in the manner and to provided in Section 15(c) of the extent permitted by the 1940 Act and rules thereunderAct. This Agreement may be terminated by the Portfolio Trust, at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Fund on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 not more than 60 days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaidpostage prepaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This AgreementAgreement shall become effective on November 30, unless sooner terminated as provided herein, 1997 (the "Effective Date") and shall continue in effect until the earlier of December 2923, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and1998, and thereafter, only if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by a vote of the Trust's Board of Trustees, including the vote of a majority of those members of the Board of Trustees of the Fund trustees who are not parties to this Agreement or interested persons of any such party, cast in person person, at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of continuance of this Agreement may be presented to the shareholders of the Trust; in such event, such continuance shall be effected only if approved by the Board of Trustees affirmative vote of the Fund or (c) by vote holders of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunderSeries. This Agreement may at any time be terminated by the Portfolio at any time, without the payment of any penalty, penalty either by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of the holders of a majority of the outstanding voting securities of the Portfolio Series, on 60 days' sixty days written notice to the AdviserManager. This Agreement shall automatically terminate in the event of its assignment. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' Manager after ninety days written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignmentTrust. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 9, the terms "assignment", ," "interested persons," and a ", and "a vote of the holders of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and ), Section 2(a)(42) of the Investment Company Act of 1940 Actand Rule l8f-2 thereunder.

Duration and Termination. This Agreement, unless sooner terminated Agreement shall become effective as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if it is approved by a majority of the outstanding voting securities of the PortfolioPortfolios of the Fund, thereafter and unless sooner terminated as hereinafter provided, shall continue remain in force for periods of one an initial term expiring April 30, 1995, and from year so to year thereafter, but only as long as such continuance is specifically approved at least annually (ai) by the a vote of a majority of those members the outstanding voting securities of the Board Portfolios of Trustees the Fund or by the Directors of the Fund, and (ii) by a majority of the Directors of the Fund who are not parties to this Agreement or interested persons of any such party, the Adviser or the Fund by votes cast in person at a meeting called for the purpose of voting on such approval. In the event of the disapproval of this Agreement, and (b) or of the continuation hereof, by the Board shareholders of Trustees a particular Portfolio (or by the Directors of the Fund as to a particular Portfolio), the parties intend that such disapproval shall be effective only as to such Portfolio, and that such disapproval shall not affect the validity or effectiveness of the approval of this Agreement, or of the continuation hereof, by the shareholders of any other Portfolio (cor by the Directors, including a majority of the disinterested Directors) as to such other Portfolio; in such case, this Agreement shall be deemed to have been validly approved or continued, as the case may be, as to such other Portfolio. This Agreement may, on 60 days' prior written notice, be terminated without the payment of any penalty, by the Directors of the Fund, or by the vote of a majority of the outstanding voting securities of the Fund or, with respect to a particular Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of that Portfolio, as the Portfolio on 60 days' written notice to case may be, or by the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and shall immediately terminate in the event of its assignment. Any notice under , unless an order is issued by the Securities and Exchange Commission conditionally or unconditionally exempting such assignment from the provisions of Section 15(a) of the 1940 Act, in which event this Agreement shall be given remain in writing, addressed full force and delivered or mailed postpaid, effect subject to the other party at terms and provisions of said order. In interpreting the principal office provisions of such party. As used in this Section 9paragraph 6, the terms definitions contained in Section 2(a) of the 1940 Act and the applicable rules under the 1940 Act (particularly the definitions of "interested person," "assignment", "interested persons", " and "a vote of a majority of the outstanding voting securities" ") shall have be applied. The Adviser agrees to furnish to the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) Directors of the 1940 ActFund such information on an annual basis as may reasonably be necessary to evaluate the terms of this Agreement. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation described in paragraph 4 earned prior to such termination.

Duration and Termination. This AgreementAgreement will become effective as of the date hereof and, unless sooner terminated as provided herein, shall continue until the earlier in effect for a period of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andtwo years. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue in effect with respect to the Fund for periods of one year so long as successive annual periods, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those (a) the members of the Fund’s Board of Trustees Directors, (b) the members of the Fund Corporation’s Board of Directors who are not parties interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement or interested persons of any such partyAgreement, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval, and (bc) by either the Corporation’s Board of Trustees of the Fund Directors or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided howeverSeries. Notwithstanding the foregoing, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio Series, on behalf of the Fund, or the Adviser at any time, without the payment of any penalty, penalty by the Fund (by vote of a majority of the entire Fund’s Board of Trustees Directors, the Corporation’s Board of the Fund Directors or by vote of a majority of the outstanding voting securities of the Portfolio Series) or by the Sub-Adviser on 60 sixty days' ’ written notice to notice, and will terminate automatically upon any termination of the Advisory Agreement between the Fund and Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth as such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if If approved by holders of a majority of the outstanding voting securities of the PortfolioFund at the first shareholders' meeting following the date of this Agreement, thereafter and unless sooner terminated as provided herein, this Agreement shall continue until December 2, 2004, and thereafter for periods of one year year, so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund or (c) by the vote of a majority of the outstanding voting securities of the PortfolioFund; provided provided, however, that if the shareholders of the Portfolio Fund fail ---------------- to approve the Agreement as provided herein, the Investment Adviser may continue to serve in such capacity hereunder in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder until such time as such approval has been obtained, whereupon the provisions of Section 3 hereof shall apply. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated by the Portfolio at any time, time without the payment of any penalty, penalty by the vote of a majority of the entire Board of Trustees Directors of the Fund or by the vote of a majority of the outstanding voting securities of the Portfolio Fund on 60 days' written notice to the Adviser. This Agreement may be terminated Investment Adviser or by the Investment Adviser at any time, time without the payment of any penalty, upon 90 penalty on 60 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 911, the terms "assignment", ," "interested persons", person," and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4)the 1940 Act and the rules and regulations thereunder, Section 2(a)(19) subject to such exceptions as may be granted by the Securities and Section 2(a)(42) of Exchange Commission under the 1940 Act.

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Fund for successive periods of December 2912 months, 2001 provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Corporation’s Board of Directors or the date vote of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund at the time outstanding and entitled to vote, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund Directors who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any timeCorporation, without the payment of any penalty, by vote of a majority on behalf of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Fund, at any time, without the payment of any penalty, upon 90 giving the Administrator 60 days' ’ notice (which notice may be waived by the Administrator), provided that such termination by the Corporation, on behalf of the Fund, shall be directed or approved by the vote of a majority of the Directors of the Corporation in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or by the Administrator on 60 days’ written notice to (which notice may be waived by the Corporation, on behalf of the Fund). This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. (a) This AgreementAgreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved during a duly called in-person meeting of the Board of Directors by a majority of the Board, including a majority of the Independent Directors. (b) Unless sooner terminated as provided herein, this Agreement shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andin effect for two years from its effective date. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue automatically for periods of one year so long as successive annual periods; provided that such continuance is specifically approved at least annually (a) by the a majority vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or Independent Directors. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of penalty, by a majority vote of the Independent Directors or by a vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' ’ written notice to the Adviser. This Agreement may be terminated Adviser or by the Adviser at any time, without the payment of any penalty, upon 90 on 60 days' ’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice , except that the rights and obligations hereunder may be transferred to another person if all of the following conditions are met: (i) the transferee is a person directly or indirectly controlling, controlled by, or under this Agreement shall be given common control with the Adviser (“Affiliate”), (ii) such Affiliate is organized and has its principal place of business in writingPuerto Rico, addressed and delivered or mailed postpaid, (iii) in the opinion of counsel to the other party at Fund, such transfer would not constitute an assignment within the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority meaning of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) provisions of the 1940 Act, and (iv) the Board must have received at least 30 days’ prior written notice of such transfer. (d) Notwithstanding anything to the contrary herein provided, in the event of a breach by the Fund of its obligations hereunder, the recourse of the Adviser shall be limited to the assets of the Fund.

Duration and Termination. (a) This AgreementAgreement will become effective as of the date hereof and, unless sooner terminated as provided hereinherein provided, shall remain in effect for two (2) years from said date. Thereafter, this Agreement will continue until the earlier of December 29in effect from year to year, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, subject to its termination provisions and all other terms and conditions hereof if approved by a majority of the outstanding voting securities of the Portfolio, thereafter such continuation shall continue for periods of one year so long as such continuance is be specifically approved at least annually (a) by the Board and by the vote of a majority of those members of the Board of Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund party or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written Fund. The Sub-Advisor shall furnish to the Manager or to the Board, promptly upon request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment hereof. (b) This Agreement may not be amended, transferred, sold or in any manner, hypothecated or pledged by the Sub-Advisor without the affirmative vote of a majority of the Board and by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party or by vote of a majority of the outstanding voting securities of the Fund. The Manager may immediately terminate this Agreement without notice to any party in the Adviser. event of its assignment by the Sub-Advisor. (c) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in Manager, by the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered Board or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" securities of the Fund, upon written notice to the Sub-Advisor. This Agreement may be terminated by the Sub- Advisor upon 180 days written notice to the Manager and the Trust. This Agreement shall have terminate in the respective meanings set forth event of an “assignment,” as defined in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActInvestment Company Act of 1940.

Duration and Termination. This AgreementAgreement will become effective as of the date hereof with respect to the Portfolio listed in Section 1(a) hereof and, with respect to any additional portfolio, on the date of receipt by the Fund of notice from the Adviser in accordance with Section 1(b) hereof that the Adviser is willing to serve as investment adviser with respect to such portfolio, provided that this Agreement (as supplemented by the terms specified in any notice and agreement pursuant to Section 1(b) hereof) shall have been approved by the shareholders of the Portfolio in accordance with the requirements of the 1940 Act, and, unless sooner terminated as provided herein, shall continue in effect with respect to each such Portfolio until the earlier of December 29March 31, 2001 or the date of the first annual or special meeting of the shareholders of 1997. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Portfolio andfor successive annual periods ending on March 31, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Fund's Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Fund's Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however. Notwithstanding the foregoing, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by with respect to the Portfolio at any time, without the payment of any penalty, by the Fund (by vote of a majority of the entire Fund's Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio Portfolio), or by Adviser on 60 sixty days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fundnotice. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. assignment (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested persons" and "assignment" shall have the respective meanings set forth same meaning as such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of each Portfolio of the PortfolioFund; provided howeverprovided, however that if the shareholders holders of the any Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules Rules thereunder. This Agreement may be terminated by any Portfolio of the Portfolio Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 910, the terms "assignment", ," "interested persons", ," and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue until the earlier of December 29, 2001 or become effective on the date that the Trust's registration statement is declared effective by the U.S. Securities and Exchange Commission, provided that first it is approved by the Board of Trustees of the first annual Trust, including a majority of those Trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders Investment Company Act of 1940, as amended (the Portfolio and"Act"), if approved and by the holders of a majority of the outstanding voting securities of the Portfolio, thereafter Fund; and shall continue in effect for periods of one year so long as two years. Thereafter, this Agreement may continue in effect only if such continuance is specifically approved at least annually by: (ai) the Trust's Board of Trustees or, (ii) by the vote of a majority of those members the outstanding voting securities of the Board Fund; and in either event by a vote of a majority of those Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity party in the manner and to provided in Section 15(c) of the extent permitted by the 1940 Act and rules thereunderAct. This Agreement may be terminated by the Portfolio Trust, at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Trust or by vote of the holders of a majority of the outstanding voting securities of the Portfolio on 60 Fund on60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 not more than 60 days' written notice to the FundTrust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaidpostage prepaid, to the other party at the principal office of such party. As used in this Section 97, the terms "assignment", "interested personsperson", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42Section2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

Duration and Termination. This AgreementAgreement shall become effective with respect to the Portfolio as of the date first above written and, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of with respect to the Portfolio anduntil August 16, 2019. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue with respect to the Portfolio for successive annual periods of one year so long as ending on August 16, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Portfolio; provided, however, that this Agreement may be terminated with respect to the Portfolio by the Adviser Fund at any time, without the payment of any penalty, upon 90 by a vote of the majority of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, on 60 days' ’ prior written notice to the Investment Adviser, or by the Investment Adviser at any time, without payment of any penalty, on 60 days’ prior written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective meanings set forth same meaning as such terms have in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act). Termination of this Agreement will not affect the validity of any action previously taken by the Investment Adviser under this Agreement prior to termination or the liabilities or obligations of the parties from transactions initiated before termination of this Agreement. Upon termination of this Agreement, the Investment Adviser will have no obligation to recommend or take any action with regard to securities, cash or other investments held by the Portfolio.