Common use of Effective Date; Duration; Continuance Clause in Contracts

Effective Date; Duration; Continuance. (a) This Agreement shall become effective upon the change of control of the Trust's current subadviser, Fund Asset Management, L.P., which is expected to be on or about September 30, 2006. (b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until May 30, 2008 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees or by a vote of a majority of the outstanding voting securities of each Portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not "interested persons" of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. (c) Unless otherwise permitted under an exemptive order issued by the Commission, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to a Portfolio if a majority of the outstanding voting securities of the series of shares of the Portfolio votes to approve this Agreement or its continuance. Termination of this Agreement by or on behalf of one Portfolio will not affect the continuation of the Agreement with respect to any other Portfolios.

Effective Date; Duration; Continuance. (a) This Agreement shall become effective upon the change of control of the Trust's current subadviser, Fund Asset Management, L.P., which is expected to be on or about September 30, 2006. (b) Subject to prior termination pursuant to Section 8.2 6.2 below, this Agreement shall begin as of the date of its execution and shall continue in force until May 30, 2008 effect for a period of two years from the date hereof and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees or by a vote of a majority of the outstanding voting securities of each Portfoliothe Trust, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not "interested persons" of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. (cb) Unless otherwise permitted under an exemptive order or other position issued by the U.S. Securities and Exchange Commission (the "Commission"), the required shareholder approval of this Agreement or any continuance of this Agreement Agreement, if required, shall be effective with respect to a Portfolio the Trust if a majority of the outstanding voting securities of the series of shares of the Portfolio Fund votes to approve this Agreement or its continuance. Termination of this Agreement by or on behalf of one Portfolio will not affect the continuation of the Agreement with respect to any other Portfolios.