Common use of Duties of the Adviser Clause in Contracts

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

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

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

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

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

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

Duties of the Adviser. (a) The Corporation hereby employs the Adviser shall provide the Fund with such investment advice and supervision to act as the latter investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the “Board of Directors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain or sell; and (v) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time consider necessary to time, reasonably require for the proper supervision investment of its funds. The Adviser shall act as Adviser have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Fund Corporation’s investments and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold the placing of orders for other purchase or exchanged and what portion sale transactions on behalf of the assets of Corporation. In the Fund shall be held uninvested, subject always event that the Corporation determines to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time acquire debt financing or to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writingrefinance existing debt financing, the Adviser shall be bound by arrange for such determination financing on the Corporation’s behalf, subject to the oversight and approval of the Board of Directors. If it is necessary for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, to make investments on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase Corporation through a subsidiary or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirementspecial purpose vehicle, the Adviser shall not be deemed have authority to have acted unlawfully create or to have breached any duty, created by this Agreement arrange for the creation of such subsidiary or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund special purpose vehicle and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one make such investments through such subsidiary or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved special purpose vehicle in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserAct.

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

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

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

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

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

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

Duties of the Adviser. The Adviser shall provide manage the Fund affairs of the Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with such investment management, including investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what supervision, determining which securities shall be purchased, purchased or sold or exchanged and what portion by each Portfolio of the assets Trust and making purchases and sales of securities on behalf of each Portfolio. The Adviser's management shall be subject to the control of the Fund shall be held uninvestedTrustees of the Trust (the "Trustees") and in accordance with the objectives, subject always to the policies and restrictions of for each such Portfolio set forth in the Trust's Amended Registration Statement and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-its current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations , as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may amended from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as time, the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions requirements of the Investment Company Act of 1940. Subject , as amended (the "Act") and other applicable law, as well as to the provisions factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of Article 61986, as amended, (the "Code") and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. In performing such duties, the Adviser shall not be liable for (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any error of judgment or mistake of law such service provided by any sub-adviser others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies; (iv) together with the assistance of affiliates, (a) evaluate the subadviser, if any, and advise the Trustees of the subadviser(s) which the Adviser believes is/are best suited to invest the assets of each Portfolio, (b) monitor and evaluate the investment performance of each subadviser employed by the Trust, (c) allocate the portion of each Portfolios' assets to be managed by each subadviser; and (d) shall recommend changes of or the addition of subadvisers when appropriate. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees as required by the Act. The Adviser may, as it deems necessary or appropriate from time to time, (i) terminate a subadvisory arrangement with respect to a Portfolio, or a component of the assets thereof, and engage a new subadviser for such Portfolio, or component thereof, or (ii) amend the agreement between itself and a subadviser, without obtaining shareholder approval in either case; provided, however, that any loss arising out such new subadvisory arrangement or amendment to an existing arrangement be approved by the Trustees in the manner required by either Act or order of the Securities and Exchange Commission exempting the Adviser and the Trust from the provisions of Section 15(a) of the Act relating to the engagement of subadvisers for the Portfolios. The Adviser is solely responsible for payment of any investment made by any sub-adviser fees or for any act or omission in other charges to a subadviser arising from such delegation and the execution and management of the Fund by any sub-adviserTrust shall have no liability therefor.

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

Duties of the Adviser. a) The Company hereby employs the Adviser shall provide the Fund with such investment advice and supervision to act as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser investment adviser to the Fund Company and as such shall furnish continuously an to manage the investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion reinvestment of the assets of the Fund shall be held uninvestedCompany, subject always to the restrictions supervision of the Trust's Amended Board of Directors of the Company (the “Board”), for the period and Restated Declaration of Trustupon the terms herein set forth, dated December 29(x) in accordance with the investment objective, 1997policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (as amended from time to time, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”); (y) in accordance with all other applicable federal and state laws, rules and regulations, and By-Laws, each the Company’s charter as may be amended from time to time (respectivelythe “Charter”) and by-laws as the same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the "Declaration" Adviser shall, during the term and the "By-Laws"), subject to the provisions of this Agreement: (i) determine the Investment Company Act composition and allocation of 1940 the portfolio of the Company, the nature and timing of the changes therein and the Rulesmanner of implementing such changes; (ii) identify/source, Regulations research, evaluate and orders thereunder negotiate the structure of the investments made by the Company; (iii) execute, close, service and monitor the Company’s investments; (iv) determine the securities, loans and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities, loans or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include notes and other evidences of indebtedness (whether or not such investment are securities as defined under the Securities Act); (vi) perform due diligence on prospective portfolio companies; and (vii) provide the Company with such other investment advisory, research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Fund's then-current Prospectus Company and Statement of Additional Informationits portfolio companies as required. The Adviser shall also make recommendations as Subject to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to supervision of the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writingBoard, the Adviser shall be bound by such determination for have the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, power and authority on behalf of the Fund, all actions which it deems necessary Company to implement the effectuate its investment policies determined as provided above, and in particular to place all orders decisions for the purchase or sale Company, including the execution and delivery of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions all documents relating to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers Company’s investments and the placing of such ordersorders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is directed to seek necessary or appropriate for the Fund execution at Adviser to make investments on behalf of the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirementCompany through a special purpose vehicle, the Adviser shall not be deemed have authority to have acted unlawfully create or to have breached any duty, created by this Agreement or otherwise, solely by reason arrange for the creation of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund special purpose vehicle and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with make such terms and conditions as the Adviser may determine, provided that investments through such sub-investment advisory agreements have been approved special purpose vehicle (in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserAct).

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

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

Duties of the Adviser. (a) The Company hereby employs the Adviser shall to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s Annual Reports on Form 10-K, filed with the Securities and Exchange Commission from year to year, pursuant to Section 13 of the Securities and Exchange Act of 1934 and (ii) during the term of this Agreement in accordance with all applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the real property, securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Fund Company with such other investment advice advisory, research and supervision related services as the latter may Company may, from time to time consider necessary time, reasonably require for the proper supervision investment of its funds. The Adviser shall act as have the discretion, power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Company’s Board of Directors. If it is necessary for the Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion make investments on behalf of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writingthrough a special purpose vehicle, the Adviser shall be bound by such determination have authority to create or arrange for the period, if any, specified in creation of such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, special purpose vehicle and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of make such brokers or dealers and the placing of investments through such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserspecial purpose vehicle.

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

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

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

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

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

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

Duties of the Adviser. The Adviser shall provide manage the Fund affairs of the Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with such investment management, including investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what supervision, determining which securities shall be purchased, purchased or sold or exchanged and what portion by each Portfolio of the assets Trust and making purchases and sales of securities on behalf of each Portfolio. The Adviser's management shall be subject to the control of the Fund shall be held uninvestedTrustees of the Trust (the "Trustees") and in accordance with the objectives, subject always to the policies and restrictions of for each such Portfolio set forth in the Trust's Amended Registration Statement and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-its current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations , as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may amended from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as time, the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions requirements of the Investment Company Act of 1940. Subject , as amended (the "Act") and other applicable law, as well as to the provisions factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of Article 61986, as amended, (the "Code") and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. In performing such duties, the Adviser shall not be liable for (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any error of judgment or mistake of law such service provided by any sub-adviser others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for any loss arising out the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), and (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies. With respect to the Cash Management Portfolio, the Adviser hereby accepts the responsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust and which are delegable by the Trustees pursuant to paragraph (e) of such Rule, to the extent that the Trustees may hereinafter delegate such responsibilities to the Adviser. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees and a Portfolio's shareholders, as required by the Act. The Adviser is solely responsible for payment of any investment made by any sub-adviser fees or for any act or omission in other charges to a subadviser arising from such delegation and the execution and management of the Fund by any sub-adviserTrust shall have no liability therefor.

Duties of the Adviser. The Trust employs the Adviser to manage the investment and reinvestment of the assets, to hire (subject to the approval of the Trust's Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the U.S. Securities and Exchange Commission (the "SEC"), or by rule or regulation, a majority of the outstanding voting securities of any affected Fund(s)) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of any Funds of the Trust, and to continuously review, supervise and (where appropriate) administer the investment program of the Funds, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Trust's administrator (the "Administrator") and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Administrator and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser shall provide discharge the Fund foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such investment advice and supervision policies as the latter Trustees may from time to time consider necessary establish, and in compliance with the objectives, policies, and limitations for the proper supervision of its funds. The Adviser shall act as Adviser to the each such Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of set forth in the Trust's Amended prospectus and Restated Declaration statement of Trustadditional information, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, referred to collectively as the "Declaration" and the "By-LawsProspectus"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations applicable laws and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Informationregulations. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify Trust will furnish the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one copies of all amendments or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject supplements to the provisions of Article 6Prospectus, if any. The Adviser accepts such employment and agrees, at its own expense, to render the Adviser shall not be liable for any error of judgment or mistake of law by services and to provide the office space, furnishings and equipment and the personnel (including any sub-adviser advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserTrust.

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

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

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

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

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust of the Trust, dated December 29September 13, 19971990, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information, as amended or supplemented from time to time. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act Trustees of 1940the Trust who are not "interested persons" of the Trust, the Adviser or the sub-adviser and by "vote of a majority of the outstanding voting securities" of the Fund. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

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

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

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

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust of the Trust, dated December 29September 13, 19971990, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information, as amended or supplemented from time to time. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision management of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29February 15, 1997, 1985 and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company 1940 Act of 1940 and the Rules, Regulations rules and orders regulations thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers brokers, dealers or dealers other entities selected by it, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers brokers, dealers or dealers other entities and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable favorable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker broker, dealer or dealer other entity an amount of commission for effecting a securities transaction in excess of the amount of commission another broker broker, dealer or dealer other entity would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended) provided by such broker broker, dealer or dealerother entity, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into investment sub-investment advisory agreements with one or more investment advisers with (a "Sub-Adviser") to the Fund to perform some or all of the services for which the Adviser is responsible pursuant to this Article 1 upon such terms and conditions as the Adviser may determine, determine provided that such investment sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act Trustees of 1940the Trust who are not interested persons of the Trust, the Adviser or the Sub-Adviser and by vote of a majority of the outstanding voting securities of the Fund. The Adviser may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any subSub-adviser Adviser or for any loss arising out of any investment made by any subSub-adviser Adviser or for any act or omission in the execution and management of the Fund by any subSub-adviserAdviser.

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

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

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

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

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

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

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

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

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

Duties of the Adviser. (a) The Company hereby employs the Adviser shall provide the Fund with such investment advice and supervision to act as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser investment adviser to the Fund Company and as such shall furnish continuously an to manage the investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion reinvestment of the assets of the Fund Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectivelytime, the "Declaration" “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the "ByCompany’s charter and by-Laws")laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the Investment Company Act composition of 1940 the portfolio of the Company, the nature and timing of the changes therein and the Rulesmanner of implementing such changes; (ii) identify, Regulations evaluate and orders thereunder negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the Fund's then-current Prospectus and Statement supervision of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writingBoard, the Adviser shall be bound by such determination for have the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, power and authority on behalf of the Fund, all actions which it deems necessary Company to implement the effectuate its investment policies determined as provided above, and in particular to place all orders decisions for the purchase or sale Company, including the execution and delivery of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions all documents relating to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers Company’s investments and the placing of such ordersorders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is directed to seek necessary for the Fund execution at Adviser to make investments on behalf of the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirementCompany through a special purpose vehicle, the Adviser shall not be deemed have authority to have acted unlawfully create or to have breached any duty, created by this Agreement or otherwise, solely by reason arrange for the creation of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund special purpose vehicle and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with make such terms and conditions as the Adviser may determine, provided that investments through such sub-investment advisory agreements have been approved special purpose vehicle (in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserAct).

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

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29January 18, 1997, 1995 and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company 1940 Act of 1940 and the Rules, Regulations rules and orders regulations thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers brokers, dealers or dealers other entities selected by it, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers brokers, dealers or dealers other entities and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable favorable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker broker, dealer or dealer other entity an amount of commission for effecting a securities transaction in excess of the amount of commission another broker broker, dealer or dealer other entity would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services ( within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended) provided by such broker broker, dealer or dealerother entity, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into investment sub-investment advisory agreements with one or more investment advisers with (a "Sub-Adviser") to the Fund to perform some or all of the services for which the Adviser is responsible pursuant to this Article 1 upon such terms and conditions as the Adviser may determine, determine provided that such investment sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act Trustees of 1940the Trust who are not interested persons of the Trust, the Adviser or the Sub-Adviser and by vote of a majority of the outstanding voting securities of the Fund. The Adviser may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any subSub-adviser Adviser or for any loss arising out of any investment made by any subSub-adviser Adviser or for any act or omission in the execution and management of the Fund by any subSub-adviserAdviser.

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

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

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

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

Duties of the Adviser. (a) The Fund hereby employs the Adviser shall to act as the investment adviser to the Fund and to manage the investment and reinvestment of the assets of the Fund, subject to the supervision of the board of trustees of the Fund (the “Board of Trustees”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Fund’s private placement memorandum, registration statement or other filing submitted or filed by the Fund with the Securities and Exchange Commission (“SEC”), in each case as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Fund’s declaration of trust and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Fund (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain or sell; and (v) provide the Fund with such other investment advice advisory, research and supervision related services as the latter may Fund may, from time to time consider necessary time, reasonably require for the proper supervision investment of its funds. The Adviser shall act as Adviser to have the Fund power and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets authority on behalf of the Fund shall be held uninvestedto effectuate its investment decisions for the Fund, subject always to including the restrictions execution and delivery of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and all documents relating to the Fund's then-current Prospectus ’s investments and Statement the placing of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any orders for other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice purchase or until similarly notified that such determination shall be revoked. The Adviser shall take, sale transactions on behalf of the Fund, all actions which it deems necessary to implement . In the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for event that the Fund's account , consistent with brokers its investment objective and policies, determines to acquire debt financing or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirementrefinance existing debt financing, the Adviser shall not be deemed arrange for such financing on the Fund’s behalf, subject to have acted unlawfully or the oversight and approval of the Board of Trustees. If it is necessary for the Adviser to have breached any duty, created by this Agreement or otherwise, solely by reason make investments on behalf of its having caused the Fund to pay through a broker subsidiary or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6special purpose vehicle, the Adviser shall not be liable have authority to create or arrange for any error the creation of judgment such subsidiary or mistake of law by any sub-adviser special purpose vehicle and to make such investments through such subsidiary or for any loss arising out of any investment made by any sub-adviser or for any act or omission special purpose vehicle in accordance with the execution and management of the Fund by any sub-adviserInvestment Company Act.

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

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

Duties of the Adviser. The Manager and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Funds’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, and administer the investment program of the Funds, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall provide discharge the Fund foregoing responsibilities (1) in conformity with all applicable securities and related laws, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), and Subchapter M and other applicable provisions of the Internal Revenue Code of 1986, as amended (2) subject to the Manager’s oversight and the authority of the officers and the Trustees of the Trust and in compliance with such investment advice and supervision policies as the latter Board may from time to time consider necessary establish, (3) in compliance with the objectives, policies, and limitations for the proper supervision of its funds. The Adviser shall act as Adviser to the each such Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of set forth in the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each ’s current registration statement as amended from time to time (respectivelytime, the "Declaration" applicable laws and regulations, and the "By-Laws")terms and conditions of any regulatory relief upon which the Trust may rely from time to time with respect to a Fund, (4) in compliance with such other investment guidelines or restrictions established from time to time by the provisions Manager or the Trust which shall be communicated in writing by the Manager to Adviser in advance, and (5) in accordance with the terms and conditions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Informationthis Agreement. The Adviser shall also make recommendations as accepts such appointment and agrees to render the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination services for the periodcompensation specified herein and to provide at its own expense the office space, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, furnishings and equipment and the personnel required by it to perform the services on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, terms and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services compensation provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretionherein. The Adviser may from time to time enter into sub-seek assistance from and rely upon investment advisory agreements with one or more investment advisers with resources available to it through its affiliated companies, provided the Manager has provided prior written consent and the arrangement is subject to a written agreement, but in no case shall such terms and conditions as reliance relieve the Adviser may determineof any of its obligations hereunder, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of nor shall the Investment Company Act of 1940Manager or the Funds be responsible for any additional fees or expenses hereunder as a result. Subject to the provisions of Article 6In all cases, the Adviser shall remain liable as if such services were provided directly. The Adviser shall not be liable for pay a fee based on the assets of the Funds to any error of judgment or mistake of law by any sub-adviser or for any loss arising out of person providing research, and/or any investment made by adviser to the Adviser, without the written consent of the Manager. (With respect to any sub-adviser or for any act or omission in the execution and management of the Fund assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s custodian(s) to hold and/or transfer the Funds’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any subformat, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes, but is not limited to, any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments, and documentation and to make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-adviserin-fact to make transactions in futures contracts and options on futures contracts on margin for the Funds and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Funds’ investment guidelines as provided to the Adviser by the Manager; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; and (iii) deposit margin or collateral, which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

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

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

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision management of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated its Declaration of Trust, dated December 29November 7, 19971984, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), and to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information1940. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable favorable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises exercised investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

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

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

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision management of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29March 4, 19971985, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), and to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information1940. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's Funds' portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's Funds' account with brokers or dealers selected by it, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable favorable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

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

Duties of the Adviser. The Adviser shall provide manage the Fund affairs of the Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with such investment management, including investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what supervision, determining which securities shall be purchased, purchased or sold or exchanged and what portion by each Portfolio of the assets Trust and making purchases and sales of securities on behalf of each Portfolio. The Adviser's management shall be subject to the control of the Fund shall be held uninvestedTrustees of the Trust (the "Trustees") and in accordance with the objectives, subject always to the policies and restrictions of for each such Portfolio set forth in the Trust's Amended Registration Statement and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-its current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations , as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may amended from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as time, the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions requirements of the Investment Company Act of 1940. Subject , as amended (the "Act") and other applicable law, as well as to the provisions factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of Article 61986, as amended, (the "Code") and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. In performing such duties, the Adviser shall not be liable for (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any error of judgment or mistake of law such service provided by any sub-adviser others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies; (iv) together with the assistance of affiliates, (a) evaluate the subadviser, if any, and advise the Trustees of the subadviser(s) which the Adviser believes is/are best suited to invest the assets of each Portfolio, (b) monitor and evaluate the investment performance of each subadviser employed by the Trust, (c) allocate the portion of each Portfolios' assets to be managed by each subadviser; and (d) shall recommend changes of or the addition of subadvisers when appropriate. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees as required by the Act. The Adviser may, as it deems necessary or appropriate from time to time, (i) terminate a subadvisory arrangement with respect to a Portfolio, or a component of the assets thereof, and engage a new subadviser for such Portfolio, or component thereof, or (ii) amend the agreement between itself and a subadviser, without obtaining shareholder approval in either case; PROVIDED, HOWEVER, that any loss arising out such new subadvisory arrangement or amendment to an existing arrangement be approved by the Trustees in the manner required by either Act or order of the Securities and Exchange Commission exempting the Adviser and the Trust from the provisions of Section 15(a) of the Act relating to the engagement of subadvisers for the Portfolios. The Adviser is solely responsible for payment of any investment made by any sub-adviser fees or for any act or omission in other charges to a subadviser arising from such delegation and the execution and management of the Fund by any sub-adviserTrust shall have no liability therefor.

Duties of the Adviser. The Adviser shall provide manage the Fund affairs of the Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with such investment management, including investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what supervision, determining which securities shall be purchased, purchased or sold or exchanged and what portion by each Portfolio of the assets Trust and making purchases and sales of securities on behalf of each Portfolio. The Adviser's management shall be subject to the control of the Fund shall be held uninvestedTrustees of the Trust (the "Trustees") and in accordance with the objectives, subject always to the policies and restrictions of for each such Portfolio set forth in the Trust's Amended Registration Statement and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-its current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations , as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may amended from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as time, the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions requirements of the Investment Company Act of 1940. Subject , as amended (the "Act") and other applicable law, as well as to the provisions factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of Article 61986, as amended, (the "Code") and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. In performing such duties, the Adviser shall not be liable for (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any error of judgment or mistake of law such service provided by any sub-adviser others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for any loss arising out the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), and (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies. With respect to the Cash Management Portfolio, the Adviser hereby accepts the responsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust and which are delegable by the Trustees pursuant to paragraph (e) of such Rule, to the extent that the Trustees may hereinafter delegate such responsibilities to the Adviser. The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees and a Portfolio=s shareholders, as required by the Act. The Adviser is solely responsible for payment of any investment made by any sub-adviser fees or for any act or omission in other charges to a subadviser arising from such delegation and the execution and management of the Fund by any sub-adviserTrust shall have no liability therefor.

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

Duties of the Adviser. (a) The Company hereby retains the Adviser shall provide the Fund with such investment advice and supervision to act as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser investment adviser to the Fund Company and as such shall furnish continuously an to manage the investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion reinvestment of the assets of the Fund Company, subject to the supervision of the Board of Trustees of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s filings made with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Investment Company Act, and in the Company’s reports to its shareholders (as the same shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s declaration of trust and by-laws as the same shall be amended from time to time; and (respectivelyiii) in accordance with the Investment Company Act and the applicable rules and regulations thereunder. Without limiting the generality of the foregoing, the "Declaration" Adviser shall, during the term and the "By-Laws"), subject to the provisions of this Agreement, (i) determine the Investment Company Act composition of 1940 the portfolio of the Company, the nature and timing of the changes therein and the Rulesmanner of implementing such changes; (ii) identify, Regulations evaluate and orders thereunder negotiate the structure of the investments made by the Company; (iii) monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) assist the Board with its valuation of the Company’s assets, including, if so designated by the Board, performing fair value determinations of the Company’s assets as the Board’s valuation designee; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the Fund's then-current Prospectus and Statement supervision of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writingBoard, the Adviser shall be bound by such determination for have the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, power and authority on behalf of the Fund, all actions which it deems necessary Company to implement the effectuate its investment policies determined as provided above, and in particular to place all orders decisions for the purchase or sale Company, including the execution and delivery of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions all documents relating to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers Company’s investments and the placing of such ordersorders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to incur debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is directed to seek necessary for the Fund execution at Adviser to make investments on behalf of the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirementCompany through a special purpose vehicle, the Adviser shall not be deemed have authority to have acted unlawfully create or to have breached any duty, created by this Agreement or otherwise, solely by reason arrange for the creation of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund special purpose vehicle and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with make such terms and conditions as the Adviser may determine, provided that investments through such sub-investment advisory agreements have been approved special purpose vehicle (in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserAct).

Duties of the Adviser. (a) The Company hereby employs the Adviser shall provide the Fund with such investment advice and supervision to act as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser investment adviser to the Fund Company and as such shall furnish continuously an to manage the investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion reinvestment of the assets of the Fund Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form 10 (File No. 000-54245) initially filed on January 14, 2011 (and as the same shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectivelytime, the "Declaration" “Registration Statement”), and prior to the filing of the Company’s Registration Statement, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s private placement memorandum dated April 2011; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the "ByCompany’s charter and by-Laws")laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the Investment Company Act composition of 1940 the portfolio of the Company, the nature and timing of the changes therein and the Rulesmanner of implementing such changes; (ii) identify/source, Regulations research, evaluate and orders thereunder negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vii) provide the Company with such other investment advisory, research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Fund's then-current Prospectus Company and Statement of Additional Informationits portfolio companies as required. The Adviser shall also make recommendations as Subject to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to supervision of the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writingBoard, the Adviser shall be bound by such determination for have the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, power and authority on behalf of the Fund, all actions which it deems necessary Company to implement the effectuate its investment policies determined as provided above, and in particular to place all orders decisions for the purchase or sale Company, including the execution and delivery of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions all documents relating to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers Company’s investments and the placing of such ordersorders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is directed to seek necessary or appropriate for the Fund execution at Adviser to make investments on behalf of the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirementCompany through a special purpose vehicle, the Adviser shall not be deemed have authority to have acted unlawfully create or to have breached any duty, created by this Agreement or otherwise, solely by reason arrange for the creation of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund special purpose vehicle and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with make such terms and conditions as the Adviser may determine, provided that investments through such sub-investment advisory agreements have been approved special purpose vehicle (in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserAct).

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

Duties of the Adviser. The Manager and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Funds’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, and administer the investment program of the Funds, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall provide discharge the Fund foregoing responsibilities (1) in conformity with all applicable securities and related laws, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), and Subchapter M and other applicable provisions of the Internal Revenue Code of 1986, as amended (2) subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such investment advice and supervision policies as the latter Board may from time to time consider necessary establish, (3) in compliance with the objectives, policies, and limitations for the proper supervision of its funds. The Adviser shall act as Adviser to the each such Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of set forth in the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each ’s current registration statement as amended from time to time (respectivelytime, the "Declaration" applicable laws and regulations, and the "By-Laws")terms and conditions of any regulatory relief upon which the Trust may rely from time to time with respect to a Fund, (4) in compliance with such other investment guidelines or restrictions established from time to time by the provisions Manager or the Trust which shall be communicated in writing by the Manager to Adviser in advance, and (5) in accordance with the terms and conditions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Informationthis Agreement. The Adviser shall also make recommendations as accepts such appointment and agrees to render the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination services for the periodcompensation specified herein and to provide at its own expense the office space, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, furnishings and equipment and the personnel required by it to perform the services on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, terms and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services compensation provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretionherein. The Adviser may from time to time enter into sub-seek assistance from and rely upon investment advisory agreements with one or more investment advisers with resources available to it through its affiliated companies, provided the Manager has provided prior written consent and the arrangement is subject to a written agreement, but in no case shall such terms and conditions as reliance relieve the Adviser may determineof any of its obligations hereunder, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of nor shall the Investment Company Act of 1940Manager or the Funds be responsible for any additional fees or expenses hereunder as a result. Subject to the provisions of Article 6In all cases, the Adviser shall remain liable as if such services were provided directly. The Adviser shall not be liable for pay a fee based on the assets of the Funds to any error of judgment or mistake of law by any sub-adviser or for any loss arising out of person providing research, and/or any investment made by adviser to the Adviser, without the written consent of the Manager. (With respect to any sub-adviser or for any act or omission in the execution and management of the Fund assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s custodian(s) to hold and/or transfer the Funds’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any subformat, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes, but is not limited to, any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments, and documentation and to make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-adviserin-fact to make transactions in futures contracts and options on futures contracts on margin for the Funds and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Funds’ investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; and (iii) deposit margin or collateral, which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser or related person of the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

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

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

Duties of the Adviser. The Manager and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Funds’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, and administer the investment program of the Funds, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall provide discharge the Fund foregoing responsibilities (1) in conformity with all applicable securities and related laws, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), and Subchapter M and other applicable provisions of the Internal Revenue Code of 1986, as amended (2) subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such investment advice and supervision policies as the latter Board may from time to time consider necessary establish, (3) in compliance with the objectives, policies, and limitations for the proper supervision of its funds. The Adviser shall act as Adviser to the each such Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of set forth in the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each ’s current registration statement as amended from time to time (respectivelytime, the "Declaration" applicable laws and regulations, and the "By-Laws")terms and conditions of any regulatory relief upon which the Trust may rely from time to time with respect to a Fund, (4) in compliance with such other investment guidelines or restrictions established from time to time by the provisions Manager or the Trust which shall be communicated in writing by the Manager to Adviser in advance, and (5) in accordance with the terms and conditions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Informationthis Agreement. The Adviser shall also make recommendations as accepts such appointment and agrees to render the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination services for the periodcompensation specified herein and to provide at its own expense the office space, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, furnishings and equipment and the personnel required by it to perform the services on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, terms and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services compensation provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretionherein. The Adviser may from time to time enter into sub-seek assistance from and rely upon investment advisory agreements with one or more investment advisers with resources available to it through its affiliated companies, provided the Manager has provided prior written consent and the arrangement is subject to a written agreement, but in no case shall such terms and conditions as reliance relieve the Adviser may determineof any of its obligations hereunder, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of nor shall the Investment Company Act of 1940Manager or the Funds be responsible for any additional fees or expenses hereunder as a result. Subject to the provisions of Article 6In all cases, the Adviser shall remain liable as if such services were provided directly. The Adviser shall not be liable for pay a fee based on the assets of the Funds to any error of judgment or mistake of law by any sub-adviser or for any loss arising out of person providing research, and/or any investment made by adviser to the Adviser, without the written consent of the Manager. (With respect to any sub-adviser or for any act or omission in the execution and management of the Fund assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s custodian(s) to hold and/or transfer the Funds’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any subformat, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes, but is not limited to, any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and to make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-adviserin-fact to make transactions in futures contracts and options on futures contracts on margin for the Funds, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Funds’ investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; and (iii) deposit margin or collateral, which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash, to the Adviser. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

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

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

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

Duties of the Adviser. The Adviser shall provide the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision management of its funds. The Adviser shall act as Adviser to the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29November 7, 19971984, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), and to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information1940. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and to that end, end the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable favorable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

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

Duties of the Adviser. The Manager employs the Adviser shall provide to manage the Fund with investment and reinvestment of such investment advice and supervision portion, if any, of the Portfolios’ assets as is designated by the latter may Manager from time to time consider necessary for time, and, with respect to such assets, to continuously review, supervise, and administer the proper supervision investment program of its fundsthe Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain which requirements shall be communicated to the Adviser, and to render regular reports in a mutually agreeable format to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities, as the Manager or the Trust shall reasonably request. The Adviser shall act as Adviser discharge the foregoing responsibilities subject to the Fund Manager’s oversight and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion the control of the assets of officers and the Fund shall be held uninvested, subject always to the restrictions Trustees of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Lawsin compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time (respectivelyand applicable laws and regulations, and such other investment guidelines or restrictions established from time to time by the "Declaration" and Manager or the "By-Laws"), Trust which must be communicated in writing by Manager to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional InformationAdviser in advance. The Adviser shall also make recommendations as accepts such employment and agrees to render the manner in which voting rightsservices for the compensation specified herein and to provide at its own expense the office space, rights furnishings and equipment and the personnel required by it to consent perform the services on the terms and for the compensation provided herein. (With respect to corporate action and any other rights pertaining to of the Fund's portfolio securities shall be exercised. Should Portfolio assets allocated for management by the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writingAdviser, the Adviser shall can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be bound by such determination for the period, if any, specified invested in such notice or until similarly notified that such determination shall be revokedshort-term money market instruments. The Manager agrees to provide this service.) The Adviser shall take, is authorized on behalf of the FundPortfolios, all actions which it deems necessary to implement and consistent with the investment policies determined discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as provided aboveexchange traded and over-the-counter, and in particular as applicable) required to place all orders meet the obligations of the Trust with respect to any investments made for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by it, and Portfolios. Such documentation includes but may not be limited to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers any market and/or industry standard documentation and the placing standard representations contained therein; and (ii) acknowledge the receipt of such ordersbrokers’ risk disclosure statements, the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirementelectronic trading disclosure statements and similar disclosures, provided, however, that the Adviser shall not (a) use commercially reasonable efforts to ensure that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents furnished to the Adviser; (b) provide all notifications and deliver all documents required to be deemed provided or delivered by a Portfolio pursuant to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused such documentation; and (c) as soon as reasonably practicable notify the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess Manager if commercially practicable under the circumstances of the amount of commission another broker or dealer would have charged for effecting that transaction, if actual occurrence (as evidenced by a notice from the Adviser determined in good faith that such amount of commission was reasonable in relation trading counterparty pursuant to the value terms of such documentation) of an event of default or termination event affecting a Portfolio. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities Portfolios with respect to any investments made pursuant to the Fund Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the secured party with respect to such margin or collateral. The Advisor shall not have the authority to cause the Manager or the Trust to delivery securities or other clients property, or pay cash to the Adviser other than payment of the Adviser as to which the Adviser exercises investment discretionmanagement fee provided for in this Agreement. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall will not be liable responsible for the cost of securities or brokerage commissions or any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission other Trust expenses except as specified in the execution and management of the Fund by any sub-adviserthis Agreement.

Duties of the Adviser. The Adviser shall provide the Fund Trust with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser to the Fund Trust and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund Trust shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated its Declaration of Trust, dated December 29June 13, 19971989, and By-Laws, as each as may be amended from time to time (respectively, respectively the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder thereunder, and to the FundTrust's then-current Prospectus and Statement of Additional InformationProspectus. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the FundTrust's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the FundTrust's account with brokers or dealers selected by it, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian of the Fund Trust as to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for the Fund Trust execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940best available price. Subject to this requirement of seeking the provisions of Article 6best available price, securities may be bought from or sold to broker dealers who have furnished statistical, research and other information or services to the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserAdviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Fund Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its fundsthe Trust. The Adviser shall act as Adviser As investment adviser to the Fund and as such Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercisedtime amended. Should the Trustees of the Trust at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the FundTrust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by itthe Adviser, and to that end, end DC-234537.1 the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian custodian of the Fund Trust as to the deliveries of securities and payments payment of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for to execute security transactions at prices which are advantageous to the Fund execution at the most reasonable price by responsible brokerage firms Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In fulfilling this requirementselecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused and the Fund Adviser is expressly authorized to pay a any broker or dealer an amount of who provides such brokerage and research services a commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. The Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser its affiliates or for any loss arising out shares of any other investment made by any sub-adviser or for any act or omission company investing in the execution and management of the Fund by any sub-adviserTrust.

Duties of the Adviser. The Adviser shall provide each of the Fund Series with such investment advice and supervision as the latter Trustees may from time to time consider necessary for the proper supervision of its fundsthe assets of each Series. The Adviser shall act as Adviser to the Fund each Series and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund each Series shall be held uninvesteduninvested , subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29February 15, 19971985, and the Trust's By-Laws, as each as may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder thereunder, and to the FundTrust's then-current Prospectus and Statement of Additional InformationProspectus. The Adviser shall also make recommendations as to the manner in which exercise of voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's securities in the portfolio securities shall be exercisedrepresented by the Shares of each Series. Should the Trustees at any time, however, make any definite determination as to the investment policy with respect to any one or more of the Series or all Series collectively and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. The Adviser shall take, on behalf of the Fundeach Series, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities of each Series for the FundTrust's account with brokers or dealers selected by it, and to that end, end the Adviser is authorized as the agent of the Fund Trust to give instructions to the Custodian of the Fund as Trust s to the deliveries of securities and payments of cash for the account of the FundTrust. In connection with the selection of such brokers or dealers and the placing of such ordersorders for the Government Plus Securities Series and Zero Coupon Series, the Adviser is directed to seek for the Fund execution at the most reasonable best available price. Subject to this requirement of seeking the best available price, such securities may be bought from or sold to broker/dealers who have furnished statistical, research, and other information or services to the Adviser. For the Conservative Growth Series, the Adviser is directed to seek execution of portfolio transactions at the best available price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, duty created by this Agreement or otherwise, solely by reason of its having caused the Fund Trust on behalf of the Conservative Growth Series to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund Conservative Growth Series and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviser.

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

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

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

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

Duties of the Adviser. a. The Trust Parties hereby employ the Adviser shall provide the Fund with such investment advice and supervision to act as the latter may from time to time consider necessary for the proper supervision of its funds. The Adviser shall act as Adviser investment adviser to the Fund Trust Parties and as such shall furnish continuously an to manage the investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion reinvestment of the assets of the Fund shall be held uninvestedTrust Parties, subject always to the restrictions supervision of the Board of Trustees of the Trust (the “Board”), for the period and upon the terms herein set forth, (x) in accordance with the investment objective, policies and restrictions that are set forth in the Trust Parties’ private placement memoranda (as amended from time to time, the “PPM”) and (y) in accordance with all other applicable federal and state laws, rules and regulations, and the Trust's Amended and Restated ’s Declaration of Trust, dated December 29, 1997, and By-Laws, each Trust as may be amended from time to time (respectivelythe “Declaration of Trust”) and by-laws as the same shall be amended from time to time. Without limiting the generality of the foregoing, the "Declaration" Adviser shall, during the term and the "By-Laws"), subject to the provisions of this Agreement: (i) determine the Investment Company Act composition and allocation of 1940 the portfolio of the Trust Parties, the nature and timing of the changes therein and the Rulesmanner of implementing such changes; (ii) identify/source, Regulations research, evaluate and orders thereunder negotiate the structure of the investments made by the Trust Parties; (iii) execute, close, service and monitor each Trust Party’s investments; (iv) determine the real estate, securities, loans and other assets that the Trust Parties will purchase, retain, or sell; (v) engaging and supervising, on the Trust Parties’ behalf, agents and service providers to assist in making and managing the Trust Parties’ investments; (vi) determining valuations of real estate and real estate-related assets held by the Trust Parties; (vii) perform due diligence on prospective portfolio investments; (viii) recommend the appropriate level of leverage and debt financing; (ix) manage the program whereby beneficial interests in Delaware statutory trusts are sold to third-party investors; and (x) provide the Trust Parties with such other investment advisory, research, and related services as the Trust Parties may, from time to time, reasonably require for the investment of their funds. Subject to the Fund's then-current Prospectus and Statement supervision of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writingBoard, the Adviser shall be bound by such determination for have the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. The Adviser shall take, power and authority on behalf of the Fund, all actions which it deems necessary Trust Parties to implement the effectuate its investment policies determined as provided above, and in particular to place all orders decisions for the purchase or sale Trust Parties, including the execution and delivery of portfolio securities for the Fund's account with brokers or dealers selected by it, and all documents relating to that end, the Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers each Trust Party’s investments and the placing of such orders, orders for other purchase or sale transactions on behalf of the Trust Parties. If it is necessary or appropriate for the Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirementmake investments on behalf of a Trust Party through one or more special purpose vehicles, the Adviser shall not be deemed have authority to have acted unlawfully create or to have breached any duty, created by this Agreement or otherwise, solely by reason arrange for the creation of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund special purpose vehicles and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with make such terms and conditions as the Adviser may determine, provided that investments through such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of the Fund by any sub-adviserspecial purpose vehicles.