Common use of Duties of the Adviser Clause in Contracts

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide the each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its fundsassets. The Adviser shall act as Adviser investment adviser to the each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of the each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29January 1, 19972002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall also make recommendations as to the manner in which exercise voting rights, rights to consent to corporate action actions and any other rights pertaining to the a Fund's portfolio securities shall be exercisedin accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. . (b) The Adviser shall take, on behalf of the each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for the each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the each Fund to give instructions to the Custodian of the each Fund as to the deliveries of securities or other instruments and payments of cash for the account of the each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the Fund best overall price and execution at the most reasonable price by available from responsible brokerage firms at reasonably competitive commission ratesfirms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 19401940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the a Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedtime amended. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments payment of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser its affiliates or for any loss arising out shares of any other investment made by any sub-adviser or for any act or omission company investing in the execution and management of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29January 18, 19971995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall provide discharge the Fund foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such investment advice and supervision policies as the latter Trustees may from time to time consider necessary establish, and in compliance with the objectives, policies, and limitations for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as each such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of Portfolio set forth in the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each ’s current registration statement as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 applicable laws and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Informationregulations. The Adviser shall also make recommendations as accepts such employment and agrees to render the manner in which voting rightsservices for the compensation specified herein and to provide at its own expense the office space, rights furnishings and equipment and the personnel required by it to consent perform the services on the terms and for the compensation provided herein. (With respect to corporate action and any other rights pertaining to of the Fund's portfolio securities shall be exercised. Should Portfolio assets allocated for management by the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writingAdviser, the Adviser shall be bound by such determination for can request that the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement Manager make the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities decisions with respect to the Fund and to other clients that portion of the Adviser as to assets which the Adviser exercises investment discretiondeems should be invested in short-term money market instruments. The Adviser may from time Manager agrees to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as provide this service.) The Manager will instruct the Adviser may determine, provided that such sub-investment advisory agreements have been approved Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with applicable provisions of Proper Instructions received from the Investment Company Act of 1940Adviser. Subject to the provisions of Article 6(For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser shall will not be liable responsible for the cost of securities or brokerage commissions or any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission other Trust expenses except as specified in the execution and management of the Fund by any sub-adviserthis Agreement.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29January 6, 19971995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedtime amended. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason Board of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess Trustees of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust's investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedtime amended. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser its affiliates or for any loss arising out shares of any other investment made by any sub-adviser company or for any act or omission series thereof that invests substantially all of its assets in the execution and management of the Fund by any sub-adviserTrust.

Duties of the Adviser. (a) The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its fundsassets. The Adviser shall act as Adviser investment adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated December 2916, 19972004, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall also make recommendations as to the manner in which exercise voting rights, rights to consent to corporate action actions and any other rights pertaining to the Fund's ’s portfolio securities shall be exercisedin accordance with the Adviser’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. . (b) The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for the Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities or other instruments and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund the best overall price and execution at the most reasonable price by available from responsible brokerage firms at reasonably competitive commission ratesfirms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of the Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to the Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 19401940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. (a) The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940, as amended (the “1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional InformationAct”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives and investment instruments on behalf of the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. (c) The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the Fund's account of the Trust either directly with brokers the issuer or dealers with brokers, dealers, futures commission merchants, or other market participants selected by itthe Adviser, and and, to that end, the Adviser is authorized authorized, as the agent of the Fund Trust, to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities investments and payments of cash for the account of the FundTrust. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices that are advantageous to the Fund execution Trust and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the most reasonable price benefits received. Subject to the policies and procedures adopted by responsible the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund Trust and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as . (d) Notwithstanding the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6foregoing, the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment shares of the Trust, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser transfer agent, administration, custodian or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management shareholder servicing agent of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29January 24, 19971996, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29January 15, 19971995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute portfolio security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940or its affiliates. Subject to the provisions of Article 6, the The Adviser shall not be liable responsible for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission providing certain special administrative services to the Trust under this Agreement. Eaton Vance Management, in the execution and management its capac▇▇▇ ▇▇ ▇▇▇▇▇istrator of the Fund by any sub-adviserTrust, shall be responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute portfolio security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also 2 provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940or its affiliates. Subject to the provisions of Article 6, the The Adviser shall not be liable responsible for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission providing certain special administrative services to the Trust under this Agreement. Eato▇ ▇▇▇▇▇ ▇▇▇agement, in the execution and management its capacity as Administrator of the Fund by any sub-adviserTrust, shall be responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Fund the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund's investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Fund, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedtime amended. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of the Fund or any other series of the Trust, or any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserits affiliates.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Fund, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason Board of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess Trustees of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29January 24, 19971996, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of the Fund, or any other series of the Trust, or of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserits affiliates.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments, in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Fund, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedtime amended. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason Board of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess Trustees of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of the Fund, or any other series of the Trust, or of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserits affiliates.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29January 6, 19971995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act Trustees of 1940the Trust who are not "interested persons" of the Trust, the Adviser or the sub-adviser and by "vote of a majority of the outstanding voting securities" of the Fund. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Company hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of each Fund, subject to the supervision of the Directors of the Company, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Company the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for each Fund and to furnish for the use of the Company office space and all necessary office facilities, equipment and personnel for servicing the investments of the Company and to pay the salaries and fees of all officers and Directors of the Company who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Adviser shall provide the Fund Company with such investment advice management and supervision as the latter Company may from time to time consider necessary for the proper supervision of its fundseach Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Company, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the each Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended Articles of Incorporation, By-Laws and Restated Declaration the Company’s Registration Statement for each Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of Trust1933, dated December 29, 1997as amended (“1933 Act”), and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rulesrules thereunder (the “1940 Act”) (the “Registration Statement”), Regulations all as from time to time amended. To the extent provided in the Registration Statement, the Adviser’s investment research and orders thereunder and decision making will be guided by its responsible investment principles, as amended from time to time with approval of the Fund's then-current Prospectus and Statement Board of Additional InformationDirectors of the Company (the “Board”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Company, to buy, sell, and otherwise trade in any and all types of securities, derivatives and investment instruments on behalf of each Fund in accordance with the manner investment objectives and policies disclosed in which voting rights, rights to consent to corporate action and any other rights pertaining to the such Fund's portfolio securities shall be exercised’s Registration Statement. Should the Trustees Directors of the Company at any time, however, make any definite specific determination as to the investment policy for a Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundCompany, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Company and in particular to of each Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of a Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Funds to give instructions to the Custodian custodian of the a Fund as to the deliveries of securities and payments of cash for the account of the that Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at Board and conform with federal securities laws. Notwithstanding the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling foregoing, under this requirement, Agreement the Adviser shall not be deemed to have acted unlawfully or assumed any duties with respect to, and shall not be responsible for, the distribution of shares of the Funds, nor shall the Adviser be deemed to have breached assumed or have any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities responsibility with respect to the Fund and to other clients functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Adviser as to which Company or the Adviser exercises investment discretionFunds. The Adviser and/or its affiliates may from time to time enter into sub-investment advisory agreements with one or more investment advisers with provide any such terms aforementioned services under a separate agreement and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserseparately compensated therefore.

Duties of the Adviser. The Company hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of each Fund, subject to the supervision of the Directors of the Company, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Company the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for each Fund and to furnish for the use of the Company office space and all necessary office facilities, equipment and personnel for servicing the investments of the Company and to pay the salaries and fees of all officers and Directors of the Company who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Adviser shall provide the Fund Company with such investment advice management and supervision as the latter Company may from time to time consider necessary for the proper supervision of its fundseach Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Company, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the each Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended Articles of Incorporation, By-Laws and Restated Declaration the Company’s Registration Statement for each Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of Trust1933, dated December 29, 1997as amended (“1933 Act”), and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rulesrules thereunder (the “1940 Act”) (the “Registration Statement”), Regulations all as from time to time amended. To the extent provided in the Registration Statement, the Adviser’s investment research and orders thereunder and decision making will be guided by its responsible investment principles, as amended from time to time with approval of the Fund's then-current Prospectus and Statement Board of Additional InformationDirectors of the Company (the “Board”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Company, to buy, sell, and otherwise trade in any and all types of securities, derivatives and investment instruments on behalf of each Fund in accordance with the manner investment objectives and policies disclosed in which voting rights, rights to consent to corporate action and any other rights pertaining to the such Fund's portfolio securities shall be exercised’s Registration Statement. Should the Trustees Directors of the Company at any time, however, make any definite specific determination as to the investment policy for a Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundCompany, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Company and in particular to of each Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the Fund's account of a Fund either directly with brokers the issuer or dealers with brokers, dealers, futures commission merchants, or other market participants selected by itthe Adviser, and and, to that end, the Adviser is authorized authorized, as the agent of the Fund each Fund, to give instructions to the Custodian custodian of the a Fund as to the deliveries of securities investments and payments of cash for the account of the each Fund. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices that are advantageous to a Fund and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the Fund execution at benefits received. Subject to the most reasonable price policies and procedures adopted by responsible the Board, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the cause a Fund to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as Notwithstanding the Adviser may determineforegoing, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, under this Agreement the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment shares of the Funds, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser administrator, transfer agent, custodian or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management shareholder servicing agent of the Fund by Company or the Funds. The Adviser and/or its affiliates may provide any sub-advisersuch aforementioned services under a separate agreement and be separately compensated therefore.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute portfolio security transactions at prices that are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser, and the Adviser shall not be deemed is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities that the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940or its affiliates. Subject to the provisions of Article 6, the The Adviser shall not be liable responsible for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission providing certain special administrative services to the Trust under this Agreement. ▇▇▇▇▇ ▇▇▇▇▇ Management, in the execution and management its capacity as Administrator of the Fund by any sub-adviserTrust, shall be responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and and, to that end, the Adviser is authorized authorized, as the agent of the Fund Trust, to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at Board of Trustees of the most reasonable price by responsible brokerage firms at reasonably competitive commission ratesTrust. In fulfilling this requirement, the The Adviser shall not be deemed responsible for providing certain special administrative services to have acted unlawfully or to have breached any dutythe Trust under this Agreement. ▇▇▇▇▇ ▇▇▇▇▇ Management, created by this Agreement or otherwise, solely by reason of in its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess capacity as Administrator of the amount of commission another broker or dealer would have charged Trust, shall be responsible for effecting that transaction, if the Adviser determined in good faith that providing such amount of commission was reasonable in relation services to the value of Trust under the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserTrust's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserseparate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. (a) The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940, as amended (the “1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional InformationAct”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives and investment instruments on behalf of the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. (c) The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the Fund's account of the Trust either directly with brokers the issuer or dealers with brokers, dealers, futures commission merchants, or other market participants selected by itthe Adviser, and to that end, the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities investments and payments of cash for the account of the FundTrust. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices that are advantageous to the Fund execution Trust and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the most reasonable price benefits received. Subject to the policies and procedures adopted by responsible the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund Trust and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as . (d) Notwithstanding the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6foregoing, the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment interests in the Trust, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management transfer agent, administration, custodian of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is further authorized to establish one or more wholly-owned offshore subsidiaries of the manner in Trust through which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedit may conduct a significant portion of its commodities investing activities. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason Board of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess Trustees of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 2921, 19971994, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute portfolio security transactions at prices that are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser, and the Adviser shall not be deemed is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities that the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940or its affiliates. Subject to the provisions of Article 6, the The Adviser shall not be liable responsible for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission providing certain special administrative services to the Trust under this Agreement. Eaton Vance Management, in the execution and management its capacity as Administrator of the Fund by any sub-adviserTrus▇, ▇▇▇▇▇ ▇▇ responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and and, to that end, the Adviser is authorized authorized, as the agent of the Fund Trust, to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute portfolio security transactions at prices that are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser, and the Adviser shall not be deemed is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities that the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940or its affiliates. Subject to the provisions of Article 6, the The Adviser shall not be liable responsible for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission providing certain special administrative services to the Trust under this Agreement. ▇▇▇▇▇ ▇▇▇▇▇ Management, in the execution and management its capacity as Administrator of the Fund by any sub-adviserTrust, shall be responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust of the Trust, dated December 29February 3, 19971995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 1940, as amended, and the Rules, Regulations and orders thereunder thereunder, and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at of reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The investment of the assets of the Trust shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust and shall conform to the investment objectives, policies and restrictions of the Trust as set forth in such documents and as interpreted from time to time by the Board of Trustees of the Trust. Within the framework of the investment objectives, policies and restrictions of the Trust the Adviser shall have the sole and exclusive responsibility for the management of the Trust’s several Funds and the making and execution of all investment decisions for the Trust and those Funds which the Adviser manages directly. In carrying out its obligations to manage the investments and reinvestments of the assets of the Funds of the Trust, the Adviser shall: (1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Trust’s Funds or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for each Fund consistent with the investment objective and related investment policies for each such Fund as set forth in the Trust’s registration statement, as amended; and (3) take such steps as are necessary to implement the aforementioned investment programs by purchase and sale of securities including the placing of orders for such purchases and sales. The Adviser shall provide report to the Fund with Board of Trustees of the Trust regularly at such investment advice times and supervision in such detail as the latter Board may from time to time consider necessary for determine to be appropriate in order to permit the proper supervision Board to determine the adherence of the Adviser to the investment objectives, policies and restrictions of the Trust and of each of its fundsFunds. The Adviser shall, at its own expense, furnish the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust. The Adviser shall act as arrange for officers or employees of the Adviser to serve without compensation from the Fund and Trust as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchasedtrustees, sold officers or exchanged and what portion employees of the assets of Trust if duly elected or appointed to such positions by the Fund shall be held uninvestedshareholders, subject always to the restrictions trustees or officers of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to maintain all records necessary in the manner in which voting rights, rights to consent to corporate action and any other rights operation of the Trust including records pertaining to its shareholders and investments. The Adviser hereby acknowledges that all such records are the Fund's portfolio securities shall be exercised. Should property of the Trustees at any timeTrust, however, make any definite determination as and in the event that a transfer of management or investment advisory services to the investment policy and notify someone other than the Adviser thereof in writingshould ever occur, the Adviser shall be bound by such determination for the periodwill promptly and at its own cost, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, take all actions which it deems steps necessary to implement the investment policies determined as provided above, segregate such records and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions deliver them to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of each Fund, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for each Fund and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundseach Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the each Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29By-Laws and the Trust’s Registration Statement for each Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, 1997as amended (“1933 Act”), and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rulesrules thereunder (the “1940 Act”) (the “Registration Statement”), Regulations all as from time to time amended. To the extent provided in the Registration Statement, the Adviser’s investment research and orders thereunder and decision making will be guided by its responsible investment principles, as amended from time to time with approval of the Fund's then-current Prospectus and Statement Board of Additional InformationTrustees of the Trust (the “Board”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, derivatives and investment instruments on behalf of each Fund in accordance with the manner investment objectives and policies disclosed in which voting rights, rights to consent to corporate action and any other rights pertaining to the such Fund's portfolio securities shall be exercised’s Registration Statement. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for a Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of each Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the Fund's account of a Fund either directly with brokers the issuer or dealers with brokers, dealers, futures commission merchants, or other market participants selected by itthe Adviser, and and, to that end, the Adviser is authorized authorized, as the agent of the Fund each Fund, to give instructions to the Custodian custodian of the a Fund as to the deliveries of securities investments and payments of cash for the account of the each Fund. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices that are advantageous to a Fund and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the Fund execution at benefits received. Subject to the most reasonable price policies and procedures adopted by responsible the Board, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the cause a Fund to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as Notwithstanding the Adviser may determineforegoing, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, under this Agreement the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment shares of the Funds, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser administrator, transfer agent, custodian or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management shareholder servicing agent of the Fund by Trust or the Funds. The Adviser and/or its affiliates may provide any sub-advisersuch aforementioned services under a separate agreement and be separately compensated therefore.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 2914, 19971994, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. Each Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Funds and, except as otherwise provided in an administration agreement, to administer the Trust's affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Contract. The Adviser hereby accepts such employment, and undertakes to afford to each Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for each Fund and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Funds and for administering the Trust's affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are employees of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent any Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund each Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser As investment adviser to the Fund and as such Funds, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the each Fund's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement under the "Declaration" Securities Act of 1933 and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, but subject to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the each Fund's portfolio investment objective, policies and restrictions, to buy, sell, lend and otherwise trade in any stocks, bonds, options and other securities shall be exercisedand investment instruments on behalf of the Funds, to purchase, write or sell options on securities, futures contracts or indices on behalf of the Funds, to enter into commodities contracts on behalf of the Funds, including contracts for the future delivery of securities or currency and futures contracts on securities or other indices, and to execute any and all agreements and instruments and to do any and all things incidental thereto in connection with the management of the Funds. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Funds and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundFunds, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of each Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of a Fund with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of a Fund or the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute portfolio security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Funds and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services and products (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser. The Adviser shall not be deemed is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Funds to pay a any broker or dealer an amount of who provides such brokerage and research service and products a commission for effecting executing a securities security transaction in excess of which exceeds the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions requirement set forth in the second sentence of Article 6this paragraph, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out is authorized to consider, as a factor in the selection of any investment made by any sub-adviser broker or for any act dealer with whom purchase or omission in sale orders may be placed, the execution and management fact that such broker or dealer has sold or is selling shares of the applicable Fund or Trust or of other investment companies sponsored by any sub-adviserthe Adviser.

Duties of the Adviser. (a) The Adviser shall provide the each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its fundsassets. The Adviser shall act as Adviser investment adviser to the each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of the each Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated December 2916, 19972004, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the a Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall also make recommendations as to the manner in which exercise voting rights, rights to consent to corporate action actions and any other rights pertaining to the a Fund's ’s portfolio securities shall be exercisedin accordance with the Adviser’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. . (b) The Adviser shall take, on behalf of the each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for the each Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the each Fund to give instructions to the Custodian of the each Fund as to the deliveries of securities or other instruments and payments of cash for the account of the each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the Fund best overall price and execution at the most reasonable price by available from responsible brokerage firms at reasonably competitive commission ratesfirms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 19401940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the a Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason Board of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess Trustees of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action derivatives, commodities, and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason Board of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess Trustees of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of each Fund, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for each Fund and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundseach Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the each Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29By-Laws and the Trust’s Registration Statement for each Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, 1997as amended (“1933 Act”), and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rulesrules thereunder (the “1940 Act”) (the “Registration Statement”), Regulations all as from time to time amended. To the extent provided in the Registration Statement, the Adviser’s investment research and orders thereunder and decision making will be guided by its responsible investment principles, as amended from time to time with approval of the Fund's then-current Prospectus and Statement Board of Additional InformationTrustees of the Trust (the “Board”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, derivatives and investment instruments on behalf of each Fund in accordance with the manner investment objectives and policies disclosed in which voting rights, rights to consent to corporate action and any other rights pertaining to the such Fund's portfolio securities shall be exercised’s Registration Statement. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for a Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of each Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of a Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Funds to give instructions to the Custodian custodian of the a Fund as to the deliveries of securities and payments of cash for the account of the that Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at Board and conform with federal securities laws. Notwithstanding the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling foregoing, under this requirement, Agreement the Adviser shall not be deemed to have acted unlawfully or assumed any duties with respect to, and shall not be responsible for, the distribution of shares of the Funds, nor shall the Adviser be deemed to have breached assumed or have any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities responsibility with respect to the Fund and to other clients functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Adviser as to which Trust or the Adviser exercises investment discretionFunds. The Adviser and/or its affiliates may from time to time enter into sub-investment advisory agreements with one or more investment advisers with provide any such terms aforementioned services under a separate agreement and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserseparately compensated therefore.

Duties of the Adviser. (a) The Adviser shall provide the Fund Trust with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its fundsassets. The Adviser shall act as Adviser investment adviser to the Fund Trust and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of the Fund Trust shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated December 29January 1, 19972002, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's Trust’s then-current Prospectus and Statement of Additional Information. The Adviser also shall also make recommendations as to the manner in which exercise voting rights, rights to consent to corporate action actions and any other rights pertaining to the Fund's Trust’s portfolio securities shall be exercisedin accordance with the Adviser’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. . (b) The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for the Fund's Trust’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian of the Fund Trust as to the deliveries of securities or other instruments and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund Trust the best overall price and execution at the most reasonable price by available from responsible brokerage firms at reasonably competitive commission ratesfirms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund Trust to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund Trust and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of the Trust or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to the Trust with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 19401940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund Trust by any sub-adviser.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter Trustees of the Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund's assets. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust of the Trust, dated December 29February 15, 19971985, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the FundTrust's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers dealer selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers advisors with such terms and conditions as the Adviser may determine, determine provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act Trustees of 1940the Trust who are not "interested persons" of the Trust, or the Adviser or the Sub-Adviser and by "vote of a majority of the outstanding voting securities" of the Fund. Subject to the provisions of Article 65, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser advisor or for any loss arising out of any investment made by any sub-adviser advisor or for any act or omission in the execution and management of the Fund by any sub-adviseradvisor.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute portfolio security transactions at prices that are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser, and the Adviser shall not be deemed is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities that the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940or its affiliates. Subject to the provisions of Article 6, the The Adviser shall not be liable responsible for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission providing certain special administrative services to the Trust under this Agreement. Eaton Vance Management, in the execution and management its capacity as Administrator of the Fund by any sub-adviserTrust, ▇▇▇▇▇ ▇▇ ▇esponsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. (a) The Adviser shall provide the each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its fundsassets. The Adviser shall act as Adviser investment adviser to the each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of the each Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated December 29, 1997as amended through the date hereof, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the a Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall also make recommendations as to the manner in which exercise voting rights, rights to consent to corporate action actions and any other rights pertaining to the a Fund's ’s portfolio securities shall be exercisedin accordance with the Adviser’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. . (b) The Adviser shall take, on behalf of the each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for the each Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the each Fund to give instructions to the Custodian of the each Fund as to the deliveries of securities or other instruments and payments of cash for the account of the each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the Fund best overall price and execution at the most reasonable price by available from responsible brokerage firms at reasonably competitive commission ratesfirms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. . (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 19401940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the a Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and and, to that end, the Adviser is authorized authorized, as the agent of the Fund Trust, to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at Board of Trustees of the most reasonable price by responsible brokerage firms at reasonably competitive commission ratesTrust. In fulfilling this requirement, the The Adviser shall not be deemed responsible for providing certain special administrative services to have acted unlawfully or to have breached any dutythe Trust under this Agreement. Eaton Vance Management, created by this Agreement or otherwise, solely by reason of in its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess capacity as Administrator of the amount of commission another broker or dealer would have charged Tru▇▇, ▇▇▇▇▇ ▇e responsible for effecting that transaction, if the Adviser determined in good faith that providing such amount of commission was reasonable in relation services to the value of Trust under the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserTrust's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserseparate Administration Agreement.

Duties of the Adviser. The Adviser shall provide the Fund Portfolio with such investment advice and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Portfolio's investment assets. The Adviser Citibank shall act as the Adviser to for the Fund Portfolio and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund Portfolio shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29September 13, 19971993, and By-Lawslaws, as each as may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the RulesAct, Regulations and orders thereunder and to the Fund's then-current Prospectus and Registration Statement of Additional Informationthe Trust with respect to the Portfolio. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the FundPortfolio's portfolio securities shall be exercised. Should the Board of Trustees of the Trust at any time, however, make any definite determination as to the investment policy applicable to the Portfolio and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundPortfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the FundPortfolio's account with the brokers or dealers selected by it, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Portfolio as to the deliveries of securities and payments of cash for the account of the FundPortfolio. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund Portfolio in its best judgment, prompt execution in an effective manner at the most reasonable price by responsible brokerage firms at reasonably competitive commission ratesfavorable price. Subject to this requirement of seeking the most favorable price, securities may be bought from or sold to broker-dealers who have furnished statistical, research and other information or services to the Adviser or the Portfolio, subject to any applicable laws, rules and regulations. In fulfilling this requirementmaking purchases or sales of securities or other property for the account of the Portfolio, the Adviser shall not be deemed to have acted unlawfully may deal with itself or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused with the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess Trustees of the amount of commission another broker Trust or dealer would have charged for effecting that transactionthe Trust's exclusive placing agent, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of extent such actions are permitted by the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser1940 Act.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and, except as otherwise provided in an administration agreement, to administer the Trust's affairs, subject to the supervision of the Trust's Trustees, for the period and on the terms set forth in this Contract. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for each Portfolio and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolios and for administering the Trust's affairs and to pay the salaries and fees of officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsPortfolios. The Adviser shall act as Adviser As investment adviser to the Fund and as such Portfolios, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the each Portfolio's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, but subject to each Portfolio's investment objective, policies and restrictions, to buy, sell, lend and otherwise trade in any stocks, bonds, options and other securities and investment instruments on behalf of the manner Portfolios, to purchase, write or sell options on securities, futures contracts or indices on behalf of the Portfolios, to enter into commodities contracts on behalf of the Portfolios, including contracts for the future delivery of securities or currency and futures contracts on securities or other indices, and to execute any and all agreements and instruments and to do any and all things incidental thereto in which voting rights, rights to consent to corporate action and any other rights pertaining to connection with the Fund's portfolio securities shall be exercisedmanagement of the Portfolios. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Portfolios and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundPortfolios, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of each Portfolio. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of a Portfolio with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Portfolio to give instructions to the Custodian custodian of the Fund Portfolio as to the deliveries of securities and payments of cash for the account of a Portfolio or the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute portfolio security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Portfolios and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services and products (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser. The Adviser shall not be deemed is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Portfolios to pay a any broker or dealer an amount of who provides such brokerage and research service and products a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions requirement set forth in the second sentence of Article 6this paragraph, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out is authorized to consider, as a factor in the selection of any investment made by any sub-adviser broker or for any act dealer with whom purchase or omission in sale orders may be placed, the execution and management fact that such broker or dealer has sold or is selling shares of the Fund Portfolio or the Trust or of other investment companies sponsored by any sub-adviserthe Adviser.

Duties of the Adviser. Each Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Funds and, except as otherwise provided in an administration agreement, to administer the Trust's affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Contract. The Adviser hereby accepts such employment, and undertakes to afford to each Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for each Fund and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Funds and for administering the Trust's affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent any Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund each Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser As investment adviser to the Fund and as such Funds, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the each Fund's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the each Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement under the "Declaration" Securities Act of 1933 and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trusts, but subject to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the each Fund's portfolio investment objective, policies and restrictions, to buy, sell, lend and otherwise trade in any stocks, bonds, options and other securities shall be exercisedand investment instruments on behalf of the Funds, to purchase, write or sell options on securities, futures contracts or indices on behalf of the Funds, to enter into commodities contracts on behalf of the Funds, including contracts for the future delivery of securities or currency and futures contracts on securities or other indices, and to execute any and all agreements and instruments and to do any and all things incidental thereto in connection with the management of the funds. Should the Trustees of either Trust at any time, however, make any definite specific determination as to the investment policy for the Funds and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundFunds, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of each Trust and in particular to Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of a Fund with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Funda Fund or Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute portfolio security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Funds and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services and products (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser. The Adviser shall not be deemed is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Funds to pay a any broker or dealer an amount of who provides such brokerage and research service and products a commission for effecting executing a securities security transaction in excess of which exceeds the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions requirement set forth in the second sentence of Article 6this paragraph, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out is authorized to consider, as a factor in the selection of any investment made by any sub-adviser broker or for any act dealer with whom purchase or omission in sale orders may be placed, the execution and management fact that such broker or dealer has sold or is selling shares of the applicable Fund or Trust or of other investment companies sponsored by any sub-adviserthe Adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedtime amended. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser its affiliates or for any loss arising out shares of any other investment made by any sub-adviser or for any act or omission company investing in the execution and management of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29January 6, 19971995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust's investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedtime amended. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust with brokers or dealers or banks or firms or other persons selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments payment of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers or banks or firms or other persons and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided or its affiliates or shares of any other investment company or series thereof that such sub-investment advisory agreements have been approved invests substantially all of its assets in accordance with applicable provisions of the Investment Company Act of 1940Trust. Subject to the provisions of Article 6, the The Adviser shall not be liable responsible for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission providing certain special administrative services to the Trust under this Agreement. ▇▇▇▇▇ ▇▇▇▇▇ Management, in the execution and management its capacity as Administrator of the Fund by any sub-adviserTrust, shall be responsible for providing such services to the Trust under the Trust's separate Administration Agreement with the Administrator.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and and, to that end, the Adviser is authorized authorized, as the agent of the Fund Trust, to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute portfolio security transactions at prices that are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser, and the Adviser shall not be deemed is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities that the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940or its affiliates. Subject to the provisions of Article 6, the The Adviser shall not be liable responsible for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission providing certain special administrative services to the Trust under this Agreement. Eaton Vance Management, in the execution and management its capacity as Administrator of the Fund by any sub-adviserTru▇▇, ▇▇▇▇▇ ▇e responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action derivatives, commodities and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Fund at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at Board of Trustees of the most reasonable price by responsible brokerage firms at reasonably competitive commission ratesTrust. In fulfilling this requirementNotwithstanding the foregoing, the Adviser ▇▇▇▇▇ ▇▇▇▇▇ shall not be deemed to have acted unlawfully or assumed any duties with respect to, and shall not be responsible for, the distribution of shares of the Fund, nor shall the ▇▇▇▇▇ ▇▇▇▇▇ be deemed to have breached assumed or have any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities responsibility with respect to the Fund and to other clients functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Adviser as to which Trust or the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserFund.

Duties of the Adviser. (a) The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its fundsassets. The Adviser shall act as Adviser investment adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 2916, 19972004, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall also make recommendations as to the manner in which exercise voting rights, rights to consent to corporate action actions and any other rights pertaining to the Fund's portfolio securities shall be exercisedin accordance with the Adviser’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. . (b) The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities or other instruments and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund the best overall price and execution at the most reasonable price by available from responsible brokerage firms at reasonably competitive commission ratesfirms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of the Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to the Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 19401940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29February 15, 19971995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter Trustees of the Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund's assets. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust of the Trust, dated December 29February 15, 19971985, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the FundTrust's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers advisors with such terms and conditions as the Adviser may determine, determine provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act Trustees of 1940the Trust who are not "interested persons" of the Trust, or the Adviser or the Sub-Adviser and by "vote of a majority of the outstanding voting securities" of the Fund. Subject to the provisions of Article 65, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser advisor or for any loss arising out of any investment made by any sub-adviser advisor or for any act or omission in the execution and management of the Fund by any sub-adviseradvisor.

Duties of the Adviser. The Trust, on behalf of the Fund, hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and, except as otherwise provided in an administration agreement, to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Contract. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering the Trust's affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Fund, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the Fund's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the RulesTrust, Regulations and orders thereunder and but subject to the Fund's then-current Prospectus investment objective, policies and Statement restrictions, to buy, sell, lend and otherwise trade in any stocks, bonds, options and other securities and investment instruments on behalf of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio , to purchase, write or sell options on securities, futures contracts or indices on behalf of the Fund, to enter into commodities contracts on behalf of the Fund, including contracts for the future delivery of securities shall be exercisedor currency and futures contracts on securities or other indices, and to execute any and all agreements and instruments and to do any and all things incidental thereto in connection with the management of the Fund. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the FundFund or the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute portfolio security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services and products (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund to pay a any broker or dealer an amount of who provides such brokerage and research service and products a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services and products provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions requirement set forth in the second sentence of Article 6this paragraph, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out is authorized to consider, as a factor in the selection of any investment made by any sub-adviser broker or for any act dealer with whom purchase or omission in sale orders may be placed, the execution and management fact that such broker or dealer has sold or is selling shares of the Fund or the Trust or of other investment companies sponsored by any sub-adviserthe Adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its affairs, subject to the supervision of the Board of Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. The Adviser shall pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and of all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the Fund's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, lend and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers or other persons selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers or other persons and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution and at the most reasonable price by responsible brokerage firms reasonably competitive spreads or (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser, and the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions requirement set forth in the second sentence of Article 6this paragraph, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out is authorized to consider, as a factor in the selection of any investment made by any sub-adviser broker or for any act dealer with whom purchase or omission in sale orders may be placed, the execution and management fact that such broker or dealer has sold or is selling shares of the Fund Fund, or any other series of the Trust, or of other investment companies sponsored by any sub-adviserthe Adviser.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29February 3, 19971995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its fundsassets. The Adviser shall act as Adviser investment adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated December 2916, 19972004, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the a Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall also make recommendations as to the manner in which exercise voting rights, rights to consent to corporate action actions and any other rights pertaining to the a Fund's ’s portfolio securities shall be exercisedin accordance with the Adviser’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. . (b) The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for the Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities or other instruments and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund the best overall price and execution at the most reasonable price by available from responsible brokerage firms at reasonably competitive commission ratesfirms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of the Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 19401940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the a Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and and, to that end, the Adviser is authorized authorized, as the agent of the Fund Trust, to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for procedures adopted by the Fund execution at Board of Trustees of the most reasonable price by responsible brokerage firms at reasonably competitive commission ratesTrust. In fulfilling this requirement, the The Adviser shall not be deemed responsible for providing certain special administrative services to have acted unlawfully or to have breached any dutythe Trust under this Agreement. Eaton Vance Management, created by this Agreement or otherwise, solely by reason of in its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess capacity as Administrator of the amount of commission another broker or dealer would have charged T▇▇▇▇, ▇▇▇▇▇ be responsible for effecting that transaction, if the Adviser determined in good faith that providing such amount of commission was reasonable in relation services to the value of Trust under the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserTrust's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserseparate Administration Agreement.

Duties of the Adviser. The Adviser shall provide continue to have responsibility for all services to be provided to the Fund pursuant to its advisory agreement with the Fund (the "Advisory Agreement") and shall continuously monitor the Subadviser's performance of its duties under this Agreement (including trade execution), perform certain due diligence functions and oversee the Subadviser's compliance with the Fund's investment objectives, policies and guidelines, including the Fund's investments that are intended to qualify for credit under the Community Reinvestment Act of 1977, as amended (the "CRA"); provided, however, that in connection with its management of the Assets, nothing herein shall be construed to relieve the Subadviser of responsibility for compliance with the Fund's Declaration of Trust (as defined herein), the Prospectus, the Compliance Policies and Procedures provided that the Adviser or the Fund has given the Subadviser such investment advice documents and supervision any amendments thereto, the instructions and directions of the Board, the requirements of the 1940 Act, the Code, and all other applicable federal and state laws and regulations, as the latter may each is amended from time to time consider necessary for the proper supervision of its fundstime. The Adviser shall act as Adviser communicate regularly with the Subadviser regarding any geographic, regulatory or other directions with respect to the Fund and as such shall furnish continuously an Subadviser's selection of Assets for the Fund, including, without limitation, any directions or investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and with respect to the Fund's thenportfolio in connection with the CRA. Upon request from the Subadviser, the Adviser shall promptly evaluate whether a potential investment may be CRA-current Prospectus and Statement of Additional Informationqualifying, either generally or with respect to a specific financial institution shareholder. The Adviser agrees to make itself readily available to the Subadviser to answer any questions about the Fund or a potential investment for the Fund. The Adviser shall also make recommendations as be responsible for maintaining any records necessary for the Fund and its shareholders to receive appropriate regulatory credit with respect to the manner in which voting rightsCRA, rights maintaining documentation readily available to consent a financial institution or an examiner supporting its determination that a security is a qualifying investment for CRA purposes and the Subadviser agrees to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify provide the Adviser thereof in writingwith any information necessary to assist the Adviser with such recordkeeping. In determining whether a particular investment is qualified for credit under the CRA, the Adviser shall be bound by such determination for assess whether the period, if any, specified in such notice or until similarly notified that such determination shall be revokedinvestment has as its primary purpose community development. The Adviser shall take, on behalf consider whether the investment: (1) provides affordable housing for low- and moderate-income ("LMI") individuals; (2) provides community services targeted to LMI individuals; (3) funds activities that (a) finance businesses or farms that meet the size eligibility standards of the FundSmall Business Administration's Development Company or Small Business Investment Company programs or have annual revenues of $1 million or less or (b) promote economic development; (4) funds activities that revitalize or stabilize LMI areas, all actions which it deems necessary to implement designated disaster areas, or nonmetropolitan middle-income areas that have been designated as distressed or underserved by the investment policies determined as provided aboveinstitution's primary regulator; or (5) supports, enables, or facilitates certain projects or activities that meet the "eligible uses" criteria described in the Housing and in particular to place all orders for the purchase or sale Economic Recovery Act of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of 2008. As the Fund continues to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirementoperate, the Adviser shall not be deemed assess whether to have acted unlawfully or instruct the Subadviser to have breached any dutydispose of securities that were acquired for CRA-qualifying purposes, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if which case the Adviser determined in good faith will normally instruct the Subadviser to attempt to acquire a replacement security that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into subwould be CRA-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserqualifying.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be independent contractors and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. a. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedtime amended. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems they deem necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determineAdviser, provided that such sub-▇▇▇▇▇ ▇▇▇▇▇ Management or their affiliates or shares of any other investment advisory agreements have been approved company investing in accordance with applicable provisions of the Investment Company Act of 1940Trust. Subject to the provisions of Article 6, the The Adviser shall not be liable responsible for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission providing certain special administrative services to the Trust under this Agreement. ▇▇▇▇▇ ▇▇▇▇▇ Management, in the execution and management its capacity as Manager of the Fund by any sub-adviserTrust, shall be responsible for providing such services to the Trust under the Trust's separate Management Agreement with the Manager.

Duties of the Adviser. (a) The Adviser shall provide the each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its fundsassets. The Adviser shall act as Adviser investment adviser to the each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of the each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29January 24, 19971996, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall also make recommendations as to the manner in which exercise voting rights, rights to consent to corporate action actions and any other rights pertaining to the a Fund's portfolio securities shall be exercisedin accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. . (b) The Adviser shall take, on behalf of the each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for the each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the each Fund to give instructions to the Custodian of the each Fund as to the deliveries of securities or other instruments and payments of cash for the account of the each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the Fund best overall price and execution at the most reasonable price by available from responsible brokerage firms at reasonably competitive commission ratesfirms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 19401940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the a Fund by any sub-adviser.

Duties of the Adviser. The Adviser shall provide the Fund Trust with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision management of its funds. The Adviser shall act as Adviser to the Fund Trust and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund Trust shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration its Indenture of TrustTrust dated March 21, dated December 291924, 1997, and By-Laws, each as amended from time to time (respectivelytime, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information1940. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the FundTrust's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the FundTrust's account with brokers or dealers selected by it, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund Trust execution at the most reasonable favorable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund Trust to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund Trust and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.the

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. (a) The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940, as amended (the “1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional InformationAct”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities, derivatives and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination ▇▇▇▇▇ ▇▇▇▇▇ AMT-FREE MUNICIPAL INCOME FUND for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. (c) The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the Fund's account of the Fund either directly with brokers the issuer or dealers with brokers, dealers, futures commission merchants, or other market participants selected by itthe Adviser, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities investments and payments of cash for the account of the Fund. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices that are advantageous to the Fund execution and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the most reasonable price benefits received. Subject to the policies and procedures adopted by responsible the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as . (d) Notwithstanding the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6foregoing, the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment shares of the Fund, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser transfer agent, administration, custodian or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management shareholder servicing agent of the Fund by any sub-adviserTrust or the Fund.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. (a) The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940, as amended (the “1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional InformationAct”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives and investment instruments on behalf of the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. (c) The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the Fund's account of the Trust either directly with brokers the issuer or dealers with brokers, dealers, futures commission merchants, or other market participants selected by itthe Adviser, and and, to that end, the Adviser is authorized authorized, as the agent of the Fund Trust, to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities investments and payments of cash for the account of the FundTrust. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices that are advantageous to the Fund execution Trust and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the most reasonable price benefits received. Subject to the policies and procedures adopted by responsible the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund Trust and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub▇▇▇▇▇ ▇▇▇▇▇ TAX-investment advisory agreements with one or more investment advisers with such terms and conditions as ADVANTAGED GLOBAL DIVIDEND OPPORTUNITIES FUND (d) Notwithstanding the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6foregoing, the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment shares of the Trust, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser transfer agent, administration, custodian or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management shareholder servicing agent of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. (a) The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940, as amended (the “1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional InformationAct”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities, derivatives and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination ▇▇▇▇▇ ▇▇▇▇▇ HIGH INCOME OPPORTUNITIES FUND for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. (c) The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the Fund's account of the Fund either directly with brokers the issuer or dealers with brokers, dealers, futures commission merchants, or other market participants selected by itthe Adviser, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities investments and payments of cash for the account of the Fund. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices that are advantageous to the Fund execution and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the most reasonable price benefits received. Subject to the policies and procedures adopted by responsible the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as . (d) Notwithstanding the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6foregoing, the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment shares of the Fund, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser transfer agent, administration, custodian or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management shareholder servicing agent of the Fund by any sub-adviserTrust or the Fund.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for the Fund execution to execute security transactions at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect prices which are advantageous to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.(when a disclosed commission is being charged) at reasonably competitive

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29January 6, 19971995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. (a) The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940, as amended (the “1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional InformationAct”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities, derivatives and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. ▇▇▇▇▇ ▇▇▇▇▇ INCOME FUND OF BOSTON (c) The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the Fund's account of the Fund either directly with brokers the issuer or dealers with brokers, dealers, futures commission merchants, or other market participants selected by itthe Adviser, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities investments and payments of cash for the account of the Fund. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices that are advantageous to the Fund execution and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the most reasonable price benefits received. Subject to the policies and procedures adopted by responsible the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as . (d) Notwithstanding the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6foregoing, the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment shares of the Fund, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser transfer agent, administration, custodian or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management shareholder servicing agent of the Fund by any sub-adviserTrust or the Fund.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. (a) The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940, as amended (the “1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional InformationAct”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives and investment instruments on behalf of the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. (c) The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the Fund's account of the Trust either directly with brokers the issuer or dealers with brokers, dealers, futures commission merchants, or other market participants selected by itthe Adviser, and and, to that end, the Adviser is authorized authorized, as the agent of the Fund Trust, to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities investments and payments of cash for the account of the FundTrust. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices that are advantageous to the Fund execution Trust and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the most reasonable price benefits received. Subject to the policies and procedures adopted by responsible the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund Trust and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as ▇▇▇▇▇ ▇▇▇▇▇ CALIFORNIA MUNICIPAL BOND FUND (d) Notwithstanding the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6foregoing, the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment shares of the Trust, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser transfer agent, administration, custodian or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management shareholder servicing agent of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of interests in Senior Loans (as defined in the Trust's registration statement) and other permitted investments for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what interests in Senior Loans and other securities shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional InformationTrust. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, lend and otherwise trade in any Senior Loans, stocks, bonds, debt instruments, options and other securities and investment instruments on behalf of the manner Trust, to purchase, write or sell derivative instruments on behalf of the Trust, and to execute any and all agreements and instruments and to do any and all things incidental thereto in which voting rights, rights to consent to corporate action and any other rights pertaining to connection with the Fund's portfolio securities shall be exercisedinvestment management of the Trust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers or banks selected by itthe Adviser, and to that end, or directly with a co-lender or other participant in Senior Loans (as defined in the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Trust's The Adviser shall not be deemed responsible for providing certain special administrative services to have acted unlawfully or to have breached any dutythe Trust under this Agreement. Eato▇ ▇▇▇▇▇ ▇▇▇agement, created by this Agreement or otherwise, solely by reason of in its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess capacity as Administrator of the amount of commission another broker or dealer would have charged Trust, shall be responsible for effecting that transaction, if the Adviser determined in good faith that providing such amount of commission was reasonable in relation services to the value of Trust under the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserTrust's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserseparate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedtime amended. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementSubject to procedures adopted by the Board of Trustees, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. (a) The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940, as amended (the “1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional InformationAct”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities, derivatives and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the ▇▇▇▇▇ ▇▇▇▇▇ MINNESOTA MUNICIPAL INCOME FUND Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. (c) The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the Fund's account of the Fund either directly with brokers the issuer or dealers with brokers, dealers, futures commission merchants, or other market participants selected by itthe Adviser, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities investments and payments of cash for the account of the Fund. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices that are advantageous to the Fund execution and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the most reasonable price benefits received. Subject to the policies and procedures adopted by responsible the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as . (d) Notwithstanding the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6foregoing, the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment shares of the Fund, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser transfer agent, administration, custodian or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management shareholder servicing agent of the Fund by any sub-adviserTrust or the Fund.

Duties of the Adviser. The Fund, pursuant to Section 3.1(c) of the Limited Liability Company Agreement of the Fund (the "LLC Agreement"), hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its affairs for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Fund the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries of officers of the Fund who are members of the Adviser's organization. The Adviser shall evaluate and select those equity securities which it considers appropriate for contribution to the Fund in accordance with the Fund's private placement memorandum. The Adviser shall provide the Fund with such investment advice management and supervision as the latter Fund may from time to time consider necessary for the proper supervision of its fundsthe Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Fund, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration LLC Agreement of Trustthe Fund, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revokedamended. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary or desirable to implement the investment policies determined of the Fund. The Adviser shall find, evaluate, structure and monitor any Qualifying Assets (as provided abovedefined in the LLC Agreement) to be held by the Fund, and shall make arrangements for the borrowings to enable the Fund and its subsidiaries Belmar Realty Corp. ("BRC") and Belmar Investment Corporation ("BIC") to acquire the Qualifying Assets. The Adviser shall make all decisions regarding the Fund's investments, hedging transactions and other investment strategies, subject always to the applicable restrictions of the LLC Agreement, as from time to time amended. The Adviser shall value all non-cash assets of the Fund in particular accordance with Article 7 of the LLC Agreement. The value of the Fund's directly held Qualifying Assets will be determined in good faith by the Adviser, after consideration of all relevant factors, data and information. The Adviser shall arrange and supervise the Fund's credit facility and its borrowings thereunder. The Adviser shall manage, supervise and monitor the redemption practices and policies of the Fund as set forth in the LLC Agreement and the Fund's private placement memorandum. The Adviser shall also provide such other administrative services as the Fund may request from time to time, including without limitation the computation of distributions, the preparation of performance data and financial information, the preparation of reports and other communications to Shareholders, and the monitoring of compliance by the Fund with tax and regulatory requirements and its credit facility, investment objective and investment restrictions. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions requirement set forth in the second sentence of Article 6this paragraph, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out is authorized to consider, as a factor in the selection of any investment made by any sub-adviser broker or for any act dealer with whom purchase or omission in sale orders may be placed, the execution and management fact that such broker or dealer has sold Shares of the Fund or has sold or is selling shares of various investment companies sponsored by any sub-adviserthe Adviser or its affiliates.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Fund. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Fund's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to the manner buy, sell, and otherwise trade in which voting rightsany and all types of securities, rights to consent to corporate action commodities and any other rights pertaining to investment instruments on behalf of the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, of the Trust and in particular to of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Fund either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of the Fund, or any other series of the Trust, or of any one or more investment advisers with such terms and conditions companies sponsored by the Adviser, ▇▇▇▇▇ ▇▇▇▇▇ Management or their affiliates. ▇▇▇▇▇ ▇▇▇▇▇ Management, in its capacity as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions Administrator of the Investment Company Act of 1940. Subject Trust, shall be responsible for providing certain administrative services to the provisions of Article 6, Trust under the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in Trust's separate Administration Agreement with the execution and management of the Fund by any sub-adviserAdministrator.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. (a) The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust’s investments. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust’s assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940, as amended (the “1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional InformationAct”). The Adviser shall also make recommendations as is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives and investment instruments on behalf of the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedTrust. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. SHORT DURATION INFLATION-PROTECTED INCOME PORTFOLIO (c) The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the Fund's account of the Trust either directly with brokers the issuer or dealers with brokers, dealers, futures commission merchants, or other market participants selected by itthe Adviser, and to that end, the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities investments and payments of cash for the account of the FundTrust. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices that are advantageous to the Fund execution Trust and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the most reasonable price benefits received. Subject to the policies and procedures adopted by responsible the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed and the Adviser is expressly authorized to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused cause the Fund Trust to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund Trust and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as . (d) Notwithstanding the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6foregoing, the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment interests in the Trust, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management transfer agent, administration, custodian of the Fund by any sub-adviserTrust.