Common use of Duration and Termination Clause in Contracts

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

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

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

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

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

Duration and Termination. This Agreement, unless (a) Unless sooner terminated as provided herein, this Agreement shall continue until the earlier in effect for a period of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) two years subsequent to its initial approval by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyBoard, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice Funds, as applicable, and thereafter, if not terminated, shall continue automatically from year to year, provided that such continuance is specifically approved at least annually by: (i) the Adviser. vote of a majority of those Trustees of the Trust who are not interested parties to this Agreement or “interested persons” (as defined within the meaning of Section 2(a)(19) of the 0000 Xxx) of any such party to this Agreement; and (ii) the Board, or by vote of a majority of the outstanding voting securities of the Fund, in accordance with all applicable provisions of the 1940 Act, and any applicable exemptive relief provided by the SEC. (b) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writingBoard, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActFund on sixty (60) days’ written notice to the Sub-Adviser. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Adviser immediately upon written notice to the Sub-Adviser. (d) This Agreement shall terminate automatically in the event of its assignment by the Sub-Adviser, or upon the termination of the Advisory Agreement as it relates to the Fund. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment of this Agreement by the Sub-Adviser. (e) This Agreement may be terminated at any time by the Sub-Adviser on ninety (90) days’ written notice to the Fund and the Adviser, but any such termination shall not affect the status, obligations, or liabilities of the Sub-Adviser to the Fund and the Adviser arising prior to termination.

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

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

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

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

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

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

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

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

Duration and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall continue until with respect to each Fund for a period of two years from the earlier of December 29commencement date for each Fund specified on Exhibit A, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, and thereafter shall continue automatically for periods of one year so long as successive annual periods, provided such continuance is specifically approved at least annually by: (a1) by the Board or (2) a vote of a majority of those members the Fund’s outstanding voting securities (as defined in the 1940 Act), provided that in either event the continuance is also approved by a majority of the Board of Trustees of the Fund who are not (i) parties to this Agreement or (ii) “interested persons persons” (as defined in the 0000 Xxx) of any such partyparty to this Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval, and . (b) Notwithstanding the foregoing, this Agreement may be terminated without penalty with respect to any Fund upon sixty (60) days’ written notice: (1) by the Board of Trustees Trust, pursuant to (i) action of the Fund Board or (cii) by the vote of a majority of the Fund’s outstanding voting securities of the Portfolio; provided howeversecurities, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted or (2) by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will also terminate automatically and immediately terminate in the event of its assignment. Any notice assignment (as defined in the 1940 Act). (c) If the Adviser or any successor to its business shall cease to furnish services to the Funds under this Agreement shall be given in writingor similar contractual arrangement, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9for any reason whatsoever, the terms "assignment"Funds, "interested persons"at their expense: (i) as promptly as practicable, shall take all necessary action to cause the Prospectus and "the Certificate of Trust, Declaration of Trust, Bylaws and any other relevant documentation to be amended to accomplish a vote change of a majority name to eliminate any reference to “AQR Capital Management, LLC”; and (ii) within 60 days after the termination of this Agreement or such similar contractual arrangement, shall cease to use in any other manner, including, but not limited to, use in any sales literature or promotional material, the outstanding voting securities" shall have name “AQR Capital Management, LLC” or any name, xxxx or logo type derived from it or similar to it or indicating that the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of Funds are managed by or otherwise associated with the 1940 ActAdviser.

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

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

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

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

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

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

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

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

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) This Contract shall become effective upon the date hereabove written, provided that this Contract shall not take effect with respect to any Fund unless it has first been approved (i) by the a vote of a majority of those members of the Board of independent Trustees of the Fund who are not parties to this Agreement Contract or "interested persons persons" (as defined in the 1940 Act) of any such partya party to this Contract, other than as Board members ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (cii) by vote of a majority of the that Fund's outstanding voting securities of securities, when required by the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement 1940 Act. (b) Unless sooner terminated as provided herein, the Adviser may this Contract shall continue in force and effect until June 30, 2005. Thereafter, if not terminated, with respect to serve in each Fund, this Contract shall continue automatically for successive periods not to exceed twelve months each, provided that such capacity in the manner and to the extent permitted continuance is specifically approved at least annually (i) by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by a vote of a majority of the entire Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the Portfolio on 60 days' written notice foregoing, with respect to the Adviser. This Agreement any Fund this Contract may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to (i) by vote of the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered Board or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "by a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActFund on sixty days' written notice to Sub-Adviser; or (ii) by the Adviser on sixty days' written notice to Sub-Adviser; or (iii) by the Sub-Adviser on sixty days' written notice to the Trust. Termination of this Contract with respect to one Fund shall not affect the continued effectiveness of this Contract with respect to any other Fund. This Contract will automatically terminate in the event of its assignment.

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

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

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

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

Duration and Termination. This AgreementAgreement shall become effective on the date first above written and shall continue in effect, unless sooner terminated as provided herein, for two years from such date and shall continue until the earlier of December 29from year to year thereafter, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such provided each continuance is specifically approved at least annually by (ai) by the vote of a majority of those members the Board of Directors of the Company or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the Fund Directors who are not parties "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement or interested persons of any such partyAgreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty and without prejudice to securities transactions on behalf of the Fund in process at the time of termination, (ba) on sixty (60) days' written notice by the Board of Trustees Directors of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Company or by vote of holders of a majority "majority" (as defined in the 0000 Xxx) of the outstanding voting securities of the Portfolio Fund's shares, (b) on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the FundAdvisor or (c) on ninety (90) days' written notice by the Sub-Advisor. This Agreement will be terminated automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth (as defined in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act). All transactions already initiated hereunder at the time of termination shall be completed in accordance with the Sub-Advisor's usual practice. On termination, the Sub-Advisor shall be entitled to charge the Advisor no additional fee save for: a) a proportion of the fee, corresponding to that part of the period by reference to which any periodic fees are payable, which has expired at the date of termination; b) any additional expenses which the Sub-Advisor necessarily incurs in terminating this Agreement.

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

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

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

Duration and Termination. (a) This Agreement shall become effective on the date hereof. This Agreement, unless sooner terminated as provided herein, shall continue until for two years following the earlier effective date of December 29this Agreement, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andFund following such effective date, if approved by a majority of the outstanding voting securities of the PortfolioFund (as defined in the 1940 Act), and thereafter shall continue automatically for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund Investment Company who are not parties to this Agreement or “interested persons persons” (as defined in the 0000 Xxx) of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund Investment Company or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. Fund. (b) This Agreement may be terminated by the Portfolio Investment Company at any time, without the payment of any penalty, by vote of a majority of those members of the Board of Trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Adviser or the Investment Company or by the majority vote of either the entire Board of Trustees of the Fund Investment Company or by vote of a majority of the outstanding voting securities of the Portfolio Fund on 60 days' ’ written notice to the Sub-Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 on 60 days' ’ written notice to the FundSub-Adviser. This Agreement may also be terminated by the Sub-Adviser on 90 days’ written notice to the Adviser and the Investment Company. This Agreement will automatically and immediately terminate in the event of its “assignment. Any notice under this Agreement shall be given ” (as defined in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act).

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

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

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

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

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

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

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

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

Duration and Termination. This Agreement, unless (a) Unless sooner terminated as provided herein, this Agreement shall continue until the earlier in effect for a period of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) two years subsequent to its initial approval by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyBoard, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice Funds, as applicable, and thereafter, if not terminated, shall continue automatically from year to year, provided that such continuance is specifically approved at least annually by: (i) the Adviser. vote of a majority of those Trustees of the Trust who are not interested parties to this Agreement or “interested persons” (as defined within the meaning of Section 2(a)(19) of the 0000 Xxx) of any such party to this Agreement; and (ii) the Board, or by vote of a majority of the outstanding voting securities of the Fund, in accordance with all applicable provisions of the 1940 Act, and any applicable exemptive relief provided by the SEC. (b) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writingBoard, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActFund on sixty (60) days’ written notice to the Sub-Adviser. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Adviser immediately upon written notice to the Sub-Adviser. (d) This Agreement shall terminate automatically in the event of its assignment by the Sub-Adviser, or upon the termination of the Advisory Agreement as it relates to the Fund. (e) This Agreement may be terminated at any time by the Sub-Adviser on ninety (90) days’ written notice to the Fund and the Adviser, but any such termination shall not affect the status, obligations, or liabilities of the Sub-Adviser to the Fund and the Adviser arising prior to termination.

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

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

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

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

Duration and Termination. This Agreementa. The term of this Agreement shall begin on the date first above written, and unless sooner terminated as provided hereinhereinafter provided, shall continue until remain in the earlier of December 29, 2001 or effect for one year from the date of the first annual or special meeting of the shareholders of the Portfolio andabove written date. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue for periods of one in effect from year so long to year, as to the Fund, if such continuance is continuation shall be specifically approved at least annually (ai) by the vote of a majority of those members of the Fund's Board of Trustees of the Fund Directors who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (cii) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. Fund. b. This Agreement may be terminated by as to the Portfolio Fund at any time, without the payment of any penalty, by vote of a majority of the entire Fund's Board of Trustees of the Fund Directors or by the vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Portfolio Fund, on 60 sixty (60) days' written notice to the Adviser. This Agreement may be terminated Adviser or by the Adviser at any time, time without the payment of any penalty, upon 90 penalty on sixty (60) days' written notice to the Fund. ; provided, however, that this Agreement has been approved by the Fund in accordance with the 1940 Act. c. In the event of a termination as a result of paragraph 8 above, before such termination shall be effective, the Fund's Board of Directors shall, if it elects to do so, and subject to compliance with the 1940 Act, the Securities Exchange Act of 1934, and the corporate laws of the State of Maryland, have such time as is reasonably necessary in order to negotiate and close a sale of the Fund's assets to another fund in exchange for shares of such other funds selected by the Adviser but in no event more than 120 days; or the Fund's Board of Directors shall, if it elects to do so, have not more than 90 days to cause an orderly liquidation of the Fund's assets and the distribution of proceeds to its shareholders. d. This Agreement will terminates automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth as defined in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

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

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

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Funds as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Funds for successive periods of December 2912 months, 2001 or provided such continuance is specifically approved at least annually by both (a) the date vote of a majority of the first annual Corporation’s Board of Directors or special meeting a vote of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of each Fund at the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually time outstanding and entitled to vote and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund Directors, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any such party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Corporation or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 giving the Sub-Adviser 60 days' ’ notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Corporation, on behalf of a Fund, or the Adviser shall be directed or approved by the vote of a majority of the Directors of the Corporation in office at the time or by the vote of the holders of a majority of the outstanding voting securities of each Fund entitled to vote, or by the Sub-Adviser on 60 days’ written notice to (which notice may be waived by the Corporation, on behalf of a Fund, and the Adviser), and will terminate automatically upon any termination of the Advisory Agreement between the Corporation and the Adviser. This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

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

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

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

Duration and Termination. A. This AgreementAgreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, unless sooner terminated as provided hereinwith respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. This Agreement shall continue until the earlier of December 29, 2001 or in effect for six months from the date of the first annual or special meeting of the shareholders of the Portfolio andhereof. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue for periods of one year so long automatically in effect as to each Fund, provided such continuance is specifically approved at least annually by (ai) by the Company's Board or (ii) the vote of a "majority of those members the outstanding voting securities" of a Fund, and provided that in either event the continuance is also approved at least annually by a majority of the Company's Board of Trustees of the Fund who are not parties "interested persons" of any party to this Agreement or interested persons of any such partyAgreement, by vote cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and . B. Subject to the extent permitted by the 1940 Act and rules thereunder. This foregoing, this Agreement may be terminated by the Portfolio at any timeterminated, without the payment of any penalty, with respect to a particular Fund (i) through the Company's Board's failure to renew this Agreement on an annual basis, (ii) upon mutual consent of the parties, or (iii) upon no less than 30 days' written notice, by either the Company through a vote of a majority of the entire Board of Trustees members of the Fund Board who are not "interested persons" of the Company and have no direct or indirect financial interest in the operation of this Agreement or by vote of a "majority of the outstanding voting securities securities" of a Fund, or by the Underwriter. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Underwriter and the Company. If required under the 1940 Act, any such amendment must be approved by the Company's Board, including a majority of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment Company's Board who are not "interested persons" of any penaltyparty to this Agreement, upon 90 days' written notice to by vote cast in person at a meeting for the Fundpurpose of voting on such amendment. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

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

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

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

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

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

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

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

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

Duration and Termination. (a) This Agreement shall become effective with respect to each Fund on the date on which the Fund commences offering its shares to the public, so long as, with respect to any additional Funds, the provisions of Section 1(b) have been complied with. This Agreement, unless sooner terminated as provided herein, shall continue until for each Fund for two years following the earlier effective date of December 29this Agreement with respect to the Fund, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andFund following such effective date, if approved by a majority of the outstanding voting securities of the PortfolioFund (as defined in the 1940 Act), and thereafter shall continue automatically for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund Investment Company who are not parties to this Agreement or "interested persons persons" (as defined in the 0000 Xxx) of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Investment Company or by vote of a majority of the outstanding voting securities of the Portfolio Fund. (b) This Agreement may be terminated by the Investment Company at any time, without the payment of any penalty, vote of a majority of those members of the Board of Trustees who are not "interested persons" (as defined in the 0000 Xxx) of the Adviser or the Investment Company or by the majority vote of either the entire Board of Trustees of the Investment Company or by vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser. This Agreement may also be terminated by the Adviser at any time, without the payment of any penalty, upon on 90 days' written notice to the FundInvestment Company. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given assignment (as defined in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act).

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

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

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue remain in effect until the earlier of December 29, 2001 or the two years from date of the first annual or special meeting of the shareholders of the Portfolio andexecution, if approved by a majority of the outstanding voting securities of the Portfolioand thereafter, thereafter shall continue for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund or (c) by vote of a majority of the outstanding voting securities of the PortfolioFund; provided provided, however, that if the shareholders of the Portfolio Fund fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio Fund on not less than 30 days nor more than 60 days' days written notice to the Adviser. This Agreement may be terminated , or by the Adviser at any time, time without the payment of any penalty, upon on 90 days' days written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 910, the terms "“assignment", ",” “interested persons", ,” and "a “vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and the rules and regulations thereunder, subject to such exemptions as may be granted by the SEC.

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

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

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

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Fund for successive periods of December 2912 months, 2001 or provided such continuance is specifically approved at least annually by both (a) the date vote of a majority of the first annual Corporation’s Board of Directors or special meeting a vote of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved Fund at least annually the time outstanding and entitled to vote and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund Directors, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any such party, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without Corporation or the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser Advisor at any time, without the payment of any penalty, upon 90 giving the Sub-Advisor 60 days' ’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Corporation or the Advisor shall be directed or approved by the vote of a majority of the Directors of the Corporation in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund entitled to vote, or by the Sub-Advisor on 60 days’ written notice to (which notice may be waived by the FundCorporation and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Corporation and the Advisor. This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This Agreement, unless Agreement will become effective as of the date first above written. Unless sooner terminated as provided herein, herein this Agreement shall continue in effect until the earlier of December 29May 9, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio 1998 and, if approved by a majority the shareholders of the outstanding voting securities of the PortfolioFund on or before such date, thereafter shall continue in effect for an additional period ending on November 30, 1998. Thereafter, if not terminated, this Agreement shall automatically continue in effect for successive annual periods of one year so long as ending on November 30, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Trust's Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyparty to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trust's Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to Fund. Notwithstanding the Adviser. This foregoing, this Agreement may be terminated by as to the Adviser Fund at any time, without the payment of any penalty, upon 90 by the Adviser or by the Trust (by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund), on sixty days' written notice to the FundSub-Adviser, or by the Sub-Adviser, on sixty days' written notice to the Trust, provided that in each such case, notice shall be given simultaneously to the Adviser. In addition, notwithstanding anything herein to the contrary, in the event of the termination of the Investment Advisory Agreement with respect to the Fund for any reason (whether by the Trust, by the Adviser or by operation of law) this Agreement shall terminate upon the effective date of such termination of the Investment Advisory Agreement. This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) "interested persons" and Section 2(a)(42) of the 1940 Act."

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

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

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

Duration and Termination. (a) This Agreement shall become effective with respect to the Fund on the date hereof. This Agreement, unless sooner terminated as provided herein, shall continue until for the earlier Fund for two years following the effective date of December 29this Agreement with respect to the Fund, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andFund following such effective date, if approved by a majority of the outstanding voting securities of the PortfolioFund (as defined in the 1940 Act), and thereafter shall continue automatically for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund Investment Company who are not parties to this Agreement or "interested persons persons" (as defined in the 0000 Xxx) of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund Investment Company or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. Fund. (b) This Agreement may be terminated by the Portfolio Investment Company at any time, without the payment of any penalty, by vote of a majority of those members of the Board of Trustees who are not "interested persons" (as defined in the 0000 Xxx) of the Adviser or the Investment Company or by the majority vote of either the entire Board of Trustees of the Fund Investment Company or by vote of a majority of the outstanding voting securities of the Portfolio Fund on 60 days' written notice to the Sub-Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon on 90 days' written notice to the FundSub-Adviser. This Agreement may also be terminated by the Sub-Adviser on 90 days' written notice to the Adviser and the Investment Company. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given assignment (as defined in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act).

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29October 31, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, 2011 and thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund Company or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders holders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve the Portfolio in such capacity in the manner and to the extent permitted by the Company’s Board of Directors and the 1940 Act and rules Rules thereunder. This Agreement may be terminated by the Portfolio Company at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund Company or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' ’ written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' ’ written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 910, the terms "“assignment"”, "“interested persons"”, and "a “vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This Agreement, unless (a) Unless sooner terminated as provided herein, this Agreement shall continue until the earlier in effect for a period of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) two years subsequent to its initial approval by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such partyBoard, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice Fund, as applicable, and thereafter, if not terminated, shall continue automatically from year to year, provided that such continuance is specifically approved at least annually by: (i) the Adviser. vote of a majority of those Trustees of the Trust who are not interested parties to this Agreement or “interested persons” (as defined within the meaning of Section 2(a)(19) of the 0000 Xxx) of any such party to this Agreement; and (ii) the Board, or by vote of a majority of the outstanding voting securities of the Fund, in accordance with all applicable provisions of the 1940 Act, and any applicable exemptive relief provided by the SEC. (b) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writingBoard, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActFund on sixty (60) days’ written notice to the Sub-Adviser. (c) This Agreement may be terminated at any time, without the payment of any penalty, by the Adviser immediately upon written notice to the Sub-Adviser. (d) This Agreement shall terminate automatically in the event of its assignment by the Sub-Adviser, or upon the termination of the Advisory Agreement as it relates to the Fund. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment of this Agreement by the Sub-Adviser. (e) This Agreement may be terminated at any time by the Sub-Adviser on ninety (90) days’ written notice to the Fund and the Adviser, but any such termination shall not affect the status, obligations, or liabilities of the Sub-Adviser to the Fund and the Adviser arising prior to termination.

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

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

Duration and Termination. This AgreementAgreement shall become effective on Janu- ary 1, unless sooner terminated as provided herein1998, and shall continue in effect until the earlier of December 2931, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and1998, if approved by a majority of the outstanding voting securities of the Portfolioand there- after, thereafter shall continue for periods of one year only so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members votes of the Fund's Board of Trustees of the Fund who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, and (b) the question of con- tinuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the Board of Trustees of the Fund or (c) by af- firmative vote of a majority of the outstanding voting securities of the Portfolio; provided Fund. Provided, however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This (ii) this Agreement may at any time be terminated by the Portfolio at any time, without the payment of any penalty, penalty either by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio Fund, on 60 sixty days' written notice to Xxxxxxxx, (ii) this Agreement shall automatically terminate in the Adviser. This Agreement event of its assignment, and (iii) this Agree- ment may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 Xxxxxxxx on ninety days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered delivered, or mailed postpaid, to the other party at the principal any office of such party. As used in this Section 98, the terms "assignment", ," "interested persons," a ", and "a vote of a majority of the outstanding voting securities" shall have the respective re- spective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActInvestment Company Act of 1940.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, Agreement shall continue until become effective upon (i) approval by both (x) the earlier Board of December 29, 2001 or the date Directors of the first annual Fund, including a majority of those directors who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in section 15(c) of the shareholders Investment Company Act of 1940, as amended (the “1940 Act”), and (y) the holders of a majority of the outstanding voting securities of the Portfolio andand (ii) upon completion of the Closing (the “Effective Date”), and shall continue in effect for no more than two years after the Effective Date. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by (i) the Fund’s Board of Directors, or (ii) the vote of a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) ; and in either event by the a vote of a majority of those members of the Board of Trustees directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity party in the manner and to the extent permitted by provided in section 15(c) of the 1940 Act and rules thereunderAct. This Agreement may be terminated by the Portfolio Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees Directors of the Fund or by vote of the holders of a majority of the outstanding voting securities of the Portfolio on 60 days' ’ written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 60 days' ’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 97, the terms "“assignment", ",” “interested persons", person,” and "“a vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This AgreementAgreement will become effective on December 17, unless sooner terminated 2001, and will continue in effect until December 18, 2003, and thereafter, only so long as provided herein, shall continue until the earlier of December 29, 2001 or the date such continuance is approved at least annually by votes of the first annual Trust's Board of Trustees who are not parties to such Agreement or special interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Portfolio andFund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the PortfolioFund. Provided, thereafter shall continue for periods however, that (i) this Agreement may at any time be terminated without payment of one year so long as any penalty either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, on thirty days' written notice to Adviser, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by Adviser on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such continuance is specifically party. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approvalamendment, and (b) to the extent required by the Board of Trustees of the Fund or (c) 1940 Act, by a vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders Fund of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such partyTrust. As used in this Section 9, the terms "assignment", ," "interested persons", ," and "a vote of a majority of the outstanding voting securities" shall will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Duration and Termination. This Agreement, Agreement shall be effective as of the date hereof and unless sooner terminated as provided herein, shall continue until the earlier of December 29October 31, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and2007. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue in effect as to a particular Fund for successive periods of one year so long as 12 months each, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees Directors of the Fund Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees Directors of the Fund Company or (c) by vote of a majority of the outstanding voting securities of the Portfoliosuch Fund; provided provided, however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio Company as to any Fund at any time, without the payment of any penalty, by vote the Board of a majority Directors of the entire Board of Trustees of the Fund or Company or, with respect to any Fund, by vote of a majority of the outstanding voting securities of the Portfolio such Fund on 60 days' ’ written notice to the Investment Adviser. This Agreement may be terminated , or by the Investment Adviser as to any Fund at any time, without the payment of any penalty, upon on 90 days' ’ written notice to the FundCompany. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth as such terms have in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.) An affiliate of the Investment Adviser may assume the Investment Adviser’s obligations under this Agreement provided that (i) the affiliate is qualified to act as an investment adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of the Investment Adviser; and (iii) the assumption of the Investment Adviser’s obligations by the affiliate is approved by the Board of Directors of the Company.

Duration and Termination. This Agreement, unless (a) Unless sooner terminated as provided herein, this Agreement shall continue until the earlier in effect for a period of December 29two years subsequent to its initial execution, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andand thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter shall continue for periods of one automatically from year so long as to year, provided that such continuance is specifically approved at least annually by: (ai) by the vote of a majority of those members of the Board of Trustees of the Fund Trust who are not interested parties to this Agreement or “interested persons persons” (as defined within the meaning of Section 2(a)(19) of the 0000 Xxx) of any such party, cast in person at a meeting called for the purpose of voting on such approval, party to this Agreement; and (bii) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided howeverBoard, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to Fund, in accordance with all applicable provisions of the Adviser. 1940 Act and any applicable exemptive relief provided by the SEC. (b) This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to by the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writingBoard, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "a by vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActFund on sixty (60) days’ written notice to the Sub-Adviser. (c) The Agreement may be terminated at any time, without the payment of any penalty, by the Adviser on one hundred and twenty (120) days’ written notice to the Sub-Adviser. (d) This Agreement may be terminated at any time by the Sub-Adviser on one hundred and twenty (120) days’ written notice to the Fund and the Adviser, but any such termination shall not affect the status, obligations, or liabilities of the Sub-Adviser to the Fund and the Adviser arising prior to termination. (e) This Agreement will terminate automatically in the event of its assignment (as defined in the 0000 Xxx) by the Sub-Adviser, or upon the termination of the Investment Advisory Agreement as it relates to the Fund. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment of this Agreement by the Sub-Adviser.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until the earlier of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) This Contract shall become effective upon the date hereabove written, provided that this Contract shall not take effect with respect to any Fund unless it has first been approved (i) by the a vote of a majority of those members of the Board of Trustees of the Fund who are not parties to this Agreement Contract or "interested persons persons" (as defined in the 0000 Xxx) of any such partya party to this Contract, other than as Board members ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or (cii) by vote of a majority of the that Fund's outstanding voting securities of securities, when required by the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement 0000 Xxx. (b) Unless sooner terminated as provided herein, the Adviser may this Contract shall continue in force and effect until June 30, 2007. Thereafter, if not terminated, with respect to serve in each Fund, this Contract shall continue automatically for successive periods not to exceed twelve months each, provided that such capacity in the manner and to the extent permitted continuance is specifically approved at least annually (i) by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by a vote of a majority of the entire Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of that Fund. (c) Notwithstanding the Portfolio on 60 days' written notice foregoing, with respect to the Adviser. This Agreement any Fund this Contract may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to (i) by vote of the Fund. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered Board or mailed postpaid, to the other party at the principal office of such party. As used in this Section 9, the terms "assignment", "interested persons", and "by a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) securities of the 1940 ActFund on sixty days' written notice to Sub-Adviser; or (ii) by the Adviser on sixty days' written notice to Sub-Adviser; or (iii) by the Sub-Adviser on sixty days' written notice to the Trust. Termination of this Contract with respect to one Fund shall not affect the continued effectiveness of this Contract with respect to any other Fund. This Contract will automatically terminate in the event of its assignment.

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

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

Duration and Termination. This AgreementAgreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Funds as provided herein, shall continue until in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the earlier Funds for successive periods of December 2912 months, 2001 or provided such continuance is specifically approved at least annually by both (a) the date vote of a majority of the first annual Corporation's Board of Directors or special meeting a vote of the shareholders of the Portfolio and, if approved by a majority of the outstanding voting securities of each Fund at the Portfolio, thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually time outstanding and entitled to vote and (ab) by the vote of a majority of those members of the Board of Trustees of the Fund Directors, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any such party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund Corporation or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 giving the Sub-Adviser 60 days' notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Corporation, on behalf of a Fund, or the Adviser shall be directed or approved by the vote of a majority of the Directors of the Corporation in office at the time or by the vote of the holders of a majority of the outstanding voting securities of each Fund entitled to vote, or by the Sub-Adviser on 60 days' written notice to (which notice may be waived by the Corporation, on behalf of a Fund, and the Adviser), and will terminate automatically upon any termination of the Advisory Agreement between the Corporation and the Adviser. This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a majority of the outstanding voting securities," "interested person" and "assignment" shall have the respective same meanings set forth of such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.) 11

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

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

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

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

Duration and Termination. This AgreementAgreement will become effective as of the date hereof and, unless sooner terminated as provided herein, shall continue until the earlier in effect for a period of December 29, 2001 or the date of the first annual or special meeting of the shareholders of the Portfolio andtwo years. Thereafter, if approved by a majority of the outstanding voting securities of the Portfolionot terminated, thereafter this Agreement shall continue in effect with respect to the Fund for periods of one year so long as successive annual periods, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those (a) the members of the Fund’s Board of Trustees Directors, (b) the members of the Fund Corporation’s Board of Directors who are not parties interested persons (as such term is defined in the 0000 Xxx) of any party to this Agreement or interested persons of any such partyAgreement, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval, and (bc) by either the Corporation’s Board of Trustees of the Fund Directors or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided howeverSeries. Notwithstanding the foregoing, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This this Agreement may be terminated by the Portfolio Series, on behalf of the Fund, or the Adviser at any time, without the payment of any penalty, penalty by the Fund (by vote of a majority of the entire Fund’s Board of Trustees Directors, the Corporation’s Board of the Fund Directors or by vote of a majority of the outstanding voting securities of the Portfolio Series) or by the Sub-Adviser on 60 sixty days' ’ written notice to notice, and will terminate automatically upon any termination of the Advisory Agreement between the Fund and Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Fund. This Agreement will automatically and also immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. (As used in this Section 9Agreement, the terms "assignment", "interested persons", and "a vote of a “majority of the outstanding voting securities" ,” “interested person” and “assignment” shall have the respective same meanings set forth as such terms in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.)

Duration and Termination. This Agreement, unless sooner terminated as provided herein, The term of this Agreement shall continue until the earlier of December 29, 2001 or commence on the date that an amendment to the Trust's registration statement establishing the Fund becomes effective (the "Effective Date"), provided that first it is approved by the Board of Trustees of the first annual Trust, including a majority of those Trustees who are not parties to this Agreement or special meeting interested persons of any party hereto, in the manner provided in Section 15(c) of the shareholders 1940 Act, and by the holders of the Portfolio and, if approved by a majority of the outstanding voting securities of the PortfolioFund, thereafter and shall continue for periods of one year so long as in effect until December 31, 2004. This Agreement may continue in effect after its initial term only if such continuance is specifically approved at least annually by (ai) by the Trust's Board of Trustees or (ii) the vote of a majority of those members the outstanding voting securities of the Board Fund; and in either event by a vote of a majority of those Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such partyparty in the manner provided in Section 15(c) of the 1940 Act. Notwithstanding the foregoing, cast in person this Agreement may be terminated: (a) at a meeting called for the purpose of voting on such approval, and (b) any time without penalty by the Board of Trustees of Fund upon the Fund or (c) by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the shareholders of the Portfolio fail ---------------- to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and rules thereunder. This Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Fund or by vote of a the majority of the Fund's outstanding voting securities of the Portfolio on 60 securities, upon sixty (60) days' written notice to the Adviser. This Agreement may be terminated Adviser or (b) by the Adviser at any time, time without the payment of any penalty, upon 90 sixty (60) days' written notice to the Fund. This Agreement will also terminate automatically and immediately terminate in the event of its assignmentassignment (as defined in the 1940 Act). Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 98, the terms "assignment", "interested persons", person" and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 ActAct and Rule 18f-2 thereunder.

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

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

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

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

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

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