Common use of Duration and Termination of Agreement; Amendments Clause in Contracts

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 10, this Agreement shall continue in force until June 30, 2002 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 10, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 108, this Agreement shall continue in force until June 30, 2002 in respect of 2008 for each Portfolio designated as a fixedFixed-income fund Income Portfolio on Schedule A, A and until July 31, 2002 in respect of 2008 for each Portfolio designated as an equity fund a Equity Portfolio on Schedule A, A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, the affected Trust(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 108, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the AdvisorThe Advisor may, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' and without any prior written notice to the other parties to this Agreement, the Advisor Agreement and the Board of Trustees of the applicable affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the AdvisorAgreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 10, 8 this Agreement shall continue in force until June 30, 2002 in respect of 2008 for each Portfolio designated as a fixedFixed-income fund Income Portfolio on Schedule A, A and until July 31, 2002 in respect of 2008 for each Portfolio designated as an equity fund a Equity Portfolio on Schedule A, A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, the affected Trust(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 108, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the AdvisorThe Advisor may, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' and without any prior written notice to the other parties to this Agreement, the Advisor Agreement and the Board of Trustees of the applicable affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the AdvisorAgreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 108, this Agreement shall continue in force until June 30, 2002 in respect of 2004 for each Portfolio designated as a fixedFixed-income fund Income Portfolio on Schedule A, A and until July 31, 2002 in respect of 2004 for each Portfolio designated as an equity fund a Equity Portfolio on Schedule A, A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, the affected Trust(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 108, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the AdvisorThe Advisor may, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' and without any prior written notice to the other parties to this Agreement, the Advisor Agreement and the Board of Trustees of the applicable affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the AdvisorAgreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 10, this Agreement shall continue in force until June 30, 2002 200_ in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 200_ in respect of each Portfolio designated as an equity fund on Schedule A, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 10, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 108, this Agreement shall continue in force until June 30, 2002 in respect of 200_ for each Portfolio designated as a fixedFixed-income fund Income Portfolio on Schedule A, A and until July 31, 2002 in respect of 200_ for each Portfolio designated as an equity fund a Equity Portfolio on Schedule A, A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, the affected Trust(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 108, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the AdvisorThe Advisor may, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' and without any prior written notice to the other parties to this Agreement, the Advisor Agreement and the Board of Trustees of the applicable affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the AdvisorAgreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 10, this Agreement shall continue in force until June 30, 2002 ____ in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31June 30, 2002 ____ in respect of each Portfolio designated as an equity fund on Schedule A, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable TrustFund's Board of Trustees Directors or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 10, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees Directors of each applicable Trust Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees Directors of the applicable Trust(sFund(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such Portfolio, without payment of any penalty, by action of the Board of Trustees Directors of the applicable Trust Fund or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination This Agreement shall become effective upon the date first above written and unless sooner terminated as provided in subparagraph (d) of this paragraph 10herein, this Agreement shall continue in force until June 30effect for two years from its effective date. Thereafter, 2002 in respect if not terminated, this Agreement shall continue automatically for successive periods of each Portfolio designated as a fixed-income fund on Schedule Atwelve months each, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, and indefinitely thereafter, but only so long as the provided that such continuance after such period shall be is specifically approved in respect of such Portfolio at least annually (i) by a vote of a majority of the applicable Trust's Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Notwithstanding the foregoing, this Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 10, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Japan Sub-Advisor may terminated at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s), terminate this Agreement in respect of any or all of the Portfoliostime, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such Portfolio, without payment of any penalty, by action vote of the Board of Trustees of the applicable Trust or by a vote of a majority of the Portfolio's outstanding voting securitiessecurities of the Portfolio on 30 days written notice to the Sub-Adviser who shall in turn notify it to the Sub-Manager. This Agreement shall may also be terminated, without the payment of any penalty, by the Sub-Adviser; (i) upon 60 days written notice to the Sub-Manager; (ii) upon material breach by the Sub-Manager of any of the representations, warranties and agreements set forth in Paragraph 5of this Agreement; or (iii) immediately if, in the reasonable judgment of the Sub-Adviser, the Sub-Manager becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub-Adviser or other circumstances that could adversely affect the Portfolio. (c) The Sub-Manager may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to the Sub-Adviser. This Agreement will terminate automatically in the event of its assignmentassignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 108, this Agreement shall continue in force until June 30, 2002 in respect of 20__ for each Portfolio designated as a fixedFixed-income fund Income Portfolio on Schedule A, A and until July 31, 2002 in respect of 20__ for each Portfolio designated as an equity fund a Equity Portfolio on Schedule A, A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, the affected Trust(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 108, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the AdvisorThe Advisor may, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' and without any prior written notice to the other parties to this Agreement, the Advisor Agreement and the Board of Trustees of the applicable affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the AdvisorAgreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 10, this Agreement shall continue in force until June 30, 2002 2005 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 3130, 2002 2005 in respect of each Portfolio designated as an equity fund on Schedule A, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable TrustFund's Board of Trustees Directors or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 10, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees Directors of each applicable Trust Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees Directors of the applicable Trust(sFund(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such Portfolio, without payment of any penalty, by action of the Board of Trustees Directors of the applicable Trust Fund or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 109, this Agreement shall continue in force until June September 30, 2002 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, 2018 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio ap-proved at least annually by vote of the applicable Trust's ’s Board of Trustees or by vote of a majority of the outstanding voting securities of the PortfolioFund. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the UK Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, the Fund [new funds or funds who have gone to shareholders to eliminate s/h ap- proval requirement for all amendments to the agreement: subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "“Commission"”) or any rules or regulations adopted by, or interpretative releases or no-action letters of, the CommissionCommission or its staff/ funds that have not received s/h approv- al to make amendments allowed under the ’40 Act: , such consent on the part of the Fund to be au- thorized by vote of a majority of the outstanding voting securities of the Fund]. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 109, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor, the UK Sub-Advisor or the Japan Sub-Advisor may Fund may, at any time on sixty (60) days' ’ prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s)other parties, terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such PortfolioAgreement, without payment of any penalty, by action of the its Board of Trustees of or Directors, or with respect to the applicable Trust or Fund by vote of a majority of the Portfolio's its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 109, this Agreement shall continue in force until June 30, 2002 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, 2000 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 109, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub- Advisor, the Japan Sub-Advisor or the Japan Sub-Advisor may Portfolio may, at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s)other parties, terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such PortfolioAgreement, without payment of any penalty, by action of the its Board of Trustees of or Directors, or with respect to the applicable Trust or Portfolio by vote of a majority of the Portfolio's its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment. 10. Limitation of Liability: The Japan SubAdvisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Japan SubAdvisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Japan Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 10, this Agreement shall continue in force until June 30[month] __, 2002 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A200_, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 10, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 109, this Agreement shall continue in force until June 30, 2002 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, 1999 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 109, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Japan Sub-Advisor may Portfolio may, at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s)other parties, terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such PortfolioAgreement, without payment of any penalty, by action of the its Board of Trustees of or Directors, or with respect to the applicable Trust or Portfolio by vote of a majority of the Portfolio's its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment. 10 Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 109, this Agreement shall continue in force until June 30, 2002 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, 2000 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 109, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor Sub- Advisor, the Japan SubAdvisor or the Japan Sub-Advisor may Portfolio may, at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s)other parties, terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such PortfolioAgreement, without payment of any penalty, by action of the its Board of Trustees of or Directors, or with respect to the applicable Trust or Portfolio by vote of a majority of the Portfolio's its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment. 10. Limitation of Liability: The Japan SubAdvisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Japan SubAdvisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Japan Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 10, this Agreement shall continue in force until June 30, 2002 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases or no-action letters of, the CommissionCommission or its staff. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 10, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination This Agreement shall become effective upon the date first above written and unless sooner terminated as provided in subparagraph (d) of this paragraph 10herein, this Agreement shall continue in force until June 30effect for two years from its effective date. Thereafter, 2002 in respect if not terminated, this Agreement shall continue automatically for successive periods of each Portfolio designated as a fixed-income fund on Schedule Atwelve months each, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, and indefinitely thereafter, but only so long as the provided that such continuance after such period shall be is specifically approved in respect of such Portfolio at least annually (i) by a vote of a majority of the applicable Trust's Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Notwithstanding the foregoing, this Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 10, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Japan Sub-Advisor may terminated at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s), terminate this Agreement in respect of any or all of the Portfoliostime, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such Portfolio, without payment of any penalty, by action vote of the Board of Trustees of the applicable Trust or by a vote of a majority of the Portfolio's outstanding voting securitiessecurities of the Portfolio on 30 days written notice to the Sub-Adviser who shall in turn notify it to the Sub-Manager. This Agreement shall may also be terminated, without the payment of any penalty, by the Sub-Adviser; (i) upon 60 days written notice to the Sub-Manager; (ii) upon material breach by the Sub-Manager of any of the representations, warranties and agreements set forth in Paragraph [__]of this Agreement; or (iii) immediately if, in the reasonable judgment of the Sub-Adviser, the Sub-Manager becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub-Adviser or other circumstances that could adversely affect the Portfolio. (c) The Sub-Manager may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to the Sub-Adviser. This Agreement will terminate automatically in the event of its assignmentassignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 109, this Agreement shall continue in force until June 30, 2002 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, 1998 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the AdvisorAdviser, the Sub-Advisor, Adviser and the Japan Sub-Advisor and each applicable Portfolio, Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 109, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the AdvisorAdviser, the Sub-Advisor Adviser or the Japan Sub-Advisor may Portfolio may, at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s)other parties, terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such PortfolioAgreement, without payment of any penalty, by action of the its Board of Trustees of or Directors, or with respect to the applicable Trust or Portfolio by vote of a majority of the Portfolio's its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment. 10. Limitation of Liability: The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 10, 8 this Agreement shall continue in force until June 30_____ __, 2002 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, 200_ and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, the affected Trust(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 108, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either The Advisor may, at any time and without any prior written notice to the Advisorother parties to this Agreement and the Board of Trustees of the affected Trusts, terminate this Agreement in respect of any or all of the Sub-Advisor or the Japan Sub-Advisor Portfolios, without payment of any penalty. A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

Duration and Termination of Agreement; Amendments. (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 10, 8 this Agreement shall continue in force until June 30, 2002 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, 2009 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, the affected Trust(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 108, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either The Advisor may, at any time and without any prior written notice to the Advisorother parties to this Agreement and the Board of Trustees of the affected Trusts, terminate this Agreement in respect of any or all of the Sub-Advisor or the Japan Sub-Advisor Portfolios, without payment of any penalty. A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.