Common use of Exclusive Nature of Duties Clause in Contracts

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the Portfolios, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the Portfolios. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust. (d) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the PortfoliosSeries, except that: (a) FAM BlackRock Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the PortfoliosSeries. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust. (d) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the Portfolios, except that: (a) FAM BlackRock Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the Portfolios. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust. (d) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the PortfoliosSeries, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the PortfoliosSeries. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust. (d) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent Distributor shall be the each Fund's exclusive representative of the Trust to act as placement agent in respect principal underwriter and distributor of the distribution of the Shares of the Portfoliosits Shares, except that: (a) FAM BlackRock Distributors, Inc. may also act as a placement agent in respect principal underwriter and distributor of the distribution of the Shares of the PortfoliosShares. (b) The Trust Each Fund may, upon written notice to the Placement AgentDistributor, from time to time time, designate other placement agents principal underwriters and distributors of Shares with respect to areas other than the United States as to which the Placement Agent Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent Distributor under this Agreement to sell Shares in respect of such the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (c) The exclusive right rights granted to the Placement Agent hereunder Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust a Fund or the a Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares Shares of any such company by the Trustcompany. (d) Such exclusive right rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust Fund and the Placement Agent Distributor from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the PortfoliosTrust, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the Portfolios. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (cb) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust. (dc) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (ed) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the PortfoliosTrust, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the PortfoliosTrust. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust. (d) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust and any Series to act as placement agent in respect of the distribution of the Shares of the PortfoliosTrust, except that: (a) FAM BlackRock Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the PortfoliosTrust. (b) The Trust may, with respect to itself and any Series, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust Trust, or any Series, or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares Shares of any such company by the TrustTrust or any Series. (d) Such exclusive right also shall not apply to Shares issued pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares issued pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust Portfolios to act as placement agent in respect of the distribution of the Shares of the PortfoliosShares, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the PortfoliosTrust. (b) The Trust may, with respect to any Portfolio, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust a Portfolio or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trusta Portfolio. (d) Such exclusive right also shall not apply to Shares issued by a Portfolio pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares issued by a Portfolio pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the PortfoliosMaster Portfolio of the Trust, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the Portfolios. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (cb) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares Shares of any such company by the Trust. (dc) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (ed) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust Portfolios to act as placement agent in respect of the distribution of the Shares, except that: (a) BlackRock Distributors, Inc. may also act as placement agent in respect of the distribution of the Shares of the Portfolios, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the PortfoliosTrust. (b) The Trust may, with respect to any Portfolio, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust a Portfolio or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trusta Portfolio. (d) Such exclusive right also shall not apply to Shares issued by a Portfolio pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares issued by a Portfolio pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust and any Series to act as placement agent in respect of the distribution of the Shares of the PortfoliosInterests, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares Interests of the PortfoliosTrust. (b) The Trust may, with respect to itself and any Series, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares Interests issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust Trust, or any Series, or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust, or any Series. (d) Such exclusive right also shall not apply to Shares Interests issued by the Trust, or any Series, pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares Interests issued by the Trust, or any Series, pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares interests as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust and any Series to act as placement agent in respect of the distribution of the Shares of the PortfoliosTrust, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the PortfoliosTrust. (b) The Trust may, with respect to itself and any Series, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust Trust, or any Series, or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares Shares of any such company by the TrustTrust or any Series. (d) Such exclusive right also shall not apply to Shares issued pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares issued pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the PortfoliosTrust, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the PortfoliosTrust. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust. (d) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust Series to act as placement agent in respect of the distribution of the Shares of the PortfoliosInterests, except that: (a) FAM BlackRock Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares Interests of the PortfoliosTrust. (b) The Trust may, with respect to any Series, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares Interests issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust a Series or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trusta Series. (d) Such exclusive right also shall not apply to Shares Interests issued by a Series pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares Interests issued by a Series pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares Interests as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust Series to act as placement agent in respect of the distribution of the Shares of the PortfoliosInterests, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares Interests of the PortfoliosTrust. (b) The Trust may, with respect to any Series, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares Interests issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust a Series or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trusta Series. (d) Such exclusive right also shall not apply to Shares Interests issued by a Series pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares Interests issued by a Series pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares Interests as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the PortfoliosTrust, except that: (a) FAM BlackRock Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the PortfoliosTrust. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust. (d) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the PortfoliosTrust, except that: (a) FAM BlackRock Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the PortfoliosTrust. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust. (d) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the -------------------------- exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the PortfoliosTrust, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the Portfolios. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (cb) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares Shares of any such company by the Trust. (dc) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (ed) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the exclusive representative of the Trust and any Series to act as placement agent in respect of the distribution of the Shares of the PortfoliosInterests, except that: (a) FAM BlackRock Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares Interests of the PortfoliosTrust. (b) The Trust may, with respect to itself and any Series, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof. (c) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares Interests issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust Trust, or any Series, or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust, or any Series. (d) Such exclusive right also shall not apply to Shares Interests issued by the Trust, or any Series, pursuant to reinvestment of dividends or capital gains distributions. (e) Such exclusive right also shall not apply to Shares Interests issued by the Trust, or any Series, pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares interests as shall be agreed between the Trust and the Placement Agent from time to time.

Exclusive Nature of Duties. The Placement Agent shall be the -------------------------- exclusive representative of the Trust to act as placement agent in respect of the distribution of the Shares of the PortfoliosTrust, except that: (a) FAM Distributors, Inc. may also act as a placement agent in respect of the distribution of the Shares of the Portfolios. (b) The Trust may, upon written notice to the Placement Agent, from time to time designate other placement agents with respect to areas other than the United States as to which the Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Placement Agent under this Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (cb) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust. (dc) Such exclusive right also shall not apply to Shares pursuant to reinvestment of dividends or capital gains distributions. (ed) Such exclusive right also shall not apply to Shares pursuant to any conversion, exchange or reinstatement priviledge privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Trust and the Placement Agent from time to time.