Common use of Renewal, Termination and Amendment Clause in Contracts

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 provided for a period of two years from the date hereof and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 1999; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a) This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and it shall continue in full force and effect for successive periods of one year thereafterindefinitely thereafter as to each Fund, but only so long as each provided that such continuance as to the Portfolio is specifically approved by the parties hereto and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities of the Portfolio affected Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any the Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b) This Agreement may be terminated as to the Portfolio at any time, with respect to any Fund(s), without payment of any penalty, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio affected Fund(s) upon 60 days' prior written notice to the Adviser, or Advisor and by the Adviser Advisor upon 90 60 days' prior written notice to the Manager, or upon such shorter notice as Trust. c) This Agreement may be mutually agreed uponamended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of any Fund affected by such change. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. . d) The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of one year and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of one year from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in ---------------------------------- effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2012 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect provided for successive periods a period of one year thereafter, but only so long as each from the date hereof and it shall continue thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter providedunder this Agreement, until December 31through October 28, 2007 2019; and it shall thereafter continue in full force and effect for successive periods of one year thereafter, but only so long as each annual terms provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities of the Portfolio Fund or (ii) by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not more than 60-day nor less than 30-day prior written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than 60-day prior written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust's , upon either (y) the majority vote of the Board or (z) the affirmative vote of Trustees, a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the Managerparties, or subject to approval by the Board and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Fund affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of one year and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Adviser, or by the Adviser upon 90 days' ’ prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of one year and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. a) This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods a period of one year thereafterfrom the date hereof and it shall continue indefinitely thereafter as to each Fund, but only so long as each provided that such continuance as to the Portfolio is specifically approved by the parties hereto and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities of the Portfolio affected Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any the Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b) This Agreement may be terminated as to the Portfolio at any time, with respect to any Fund(s), without payment of any penalty, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio affected Fund(s) upon 60 days' prior written notice to the Adviser, or Advisor and by the Adviser Advisor upon 90 60 days' prior written notice to the Manager, or upon such shorter notice as Trust. c) This Agreement may be mutually agreed uponamended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of any Fund affected by such change. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. . d) The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in __________________________________ effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31April 1, 2007 2014; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's ’s Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days’ nor fewer than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub- Advisor; (ii) by the Sub-Advisor upon not fewer than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's ’s Board of TrusteesTrustees and, if required by the Managerapplicable SEC rules and regulations, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Fund affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning meanings set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a) This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of twelve months from the date hereof and it shall continue in full force and effect for successive periods of one year thereafterindefinitely thereafter as to each Portfolio, but only so long as each provided that such continuance as to the Portfolio is specifically approved by the parties hereto and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities of the affected Portfolio or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any the Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b) This Agreement may be terminated as to the Portfolio at any time, with respect to any Portfolio(s), without payment of any penalty, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio affected Portfolio(s) upon 60 days' prior written notice to the Adviser, or Advisor and by the Adviser Advisor upon 90 60 days' prior written notice to the Manager, or upon such shorter notice as Trust. c) This Agreement may be mutually agreed uponamended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of any Portfolio affected by such change. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. . d) The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement dated November 23, 1992, as amended, between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31October 1, 2007 2011; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Trust's Board of TrusteesAdvisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the ManagerSub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by a the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed uponFund. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. a) This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance indefinitely thereafter as to the Portfolio Fund, provided that such continuance is specifically approved by the parties hereto and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities of the Portfolio affected Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any the Adviser, cast in person at a meeting called for the purpose of voting on such party. approval. b) This Agreement may be terminated as to the Portfolio at any time, with respect to any Fund, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio affected Fund upon 60 days' prior written notice to the Adviser, or Adviser and by the Adviser upon 90 60 days' prior written notice to the Manager, or upon such shorter notice as Trust. c) This Agreement may be mutually agreed uponamended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of any Fund affected by such change. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. . d) The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 1999; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. . c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change. d. The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2015 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31May 1, 2007 2014 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in ---------------------------------- effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2009 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in ---------------------------------- effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 _________________; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December March 31, 2007 2008; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect provided for successive periods a period of one year thereafter, but only so long as each from the date hereof and it shall continue thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. . c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change. d. The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods a period of one year thereafterfrom the date hereof, but only so long as each and it shall continue thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. . c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change. d. The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement dated July 22, 1999 between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 provided for a period of two years from the date hereof and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. . c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change. d. The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2000; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2014 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effecteffect with respect to the Trust, unless sooner terminated as hereinafter provided, until through December 31, 2007 1999, and indefinitely thereafter if its continuance shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is be specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio Trust or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any the Advisor, cast in person at a meeting called for the purpose of voting on such partyapproval, or as allowed by law. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Trust upon 60 days' prior written notice to the Adviser, or Advisor and by the Adviser Advisor upon 90 60 days' prior written notice to the Manager, or upon such shorter notice as Trust. This Agreement may be mutually agreed uponamended at any time by the parties, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of a majority of the Trust's outstanding voting securities. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of one year and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Advisory Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2008 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods a period of one year thereafter, but only so long as each from the date hereof and it shall continue thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in effecteffect with respect to the Corporation, unless sooner terminated as hereinafter provided, until through December 31, 2007 2001, and indefinitely thereafter if its continuance shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is be specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio Corporation or by vote of a majority of the TrustCorporation's Board of TrusteesDirectors; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees Directors who are not parties to this Agreement or interested persons of any the Advisor, cast in person at a meeting called for the purpose of voting on such partyapproval, or as allowed by law. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the TrustCorporation's Board of Trustees, by the Manager, Directors or by a vote of the majority of the outstanding voting securities of the Portfolio Corporation upon 60 days' prior written notice to the Adviser, or Advisor and by the Adviser Advisor upon 90 60 days' prior written notice to the Manager, or upon such shorter notice as Corporation. This Agreement may be mutually agreed uponamended at any time by the parties, subject to approval by the Corporation's Board of Directors and, if required by applicable SEC rules and regulations, a vote of a majority of the Corporation's outstanding voting securities. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any the Adviser, cast in person at a meeting called for the purpose of voting on such partyapproval. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 150 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement dated July 22, 1999 between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by be the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effecteffect with respect to the Corporation, unless sooner terminated as hereinafter provided, until through December 31, 2007 1999, and indefinitely thereafter if its continuance shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is be specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio Corporation or by vote of a majority of the TrustCorporation's Board of TrusteesDirectors; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees Directors who are not parties to this Agreement or interested persons of any the Advisor, cast in person at a meeting called for the purpose of voting on such partyapproval, or as allowed by law. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the TrustCorporation's Board of Trustees, by the Manager, Directors or by a vote of the majority of the outstanding voting securities of the Portfolio Corporation upon 60 days' prior written notice to the Adviser, or Advisor and by the Adviser Advisor upon 90 60 days' prior written notice to the Manager, or upon such shorter notice as Corporation. This Agreement may be mutually agreed uponamended at any time by the parties, subject to approval by the Corporation's Board of Directors and, if required by applicable SEC rules and regulations, a vote of a majority of the Corporation's outstanding voting securities. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31September 30, 2007 2009 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by the Trustees of the Trust or a vote of the holders of a majority of the outstanding voting securities of the Portfolio or Trust and by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in accordance with the provisions of the 1940 Act. This Agreement may be terminated as to the Portfolio at any time, time without payment of any penalty, by the Adviser, the Trust's Board of Trustees, by the Manager, or by a vote of the a majority of the outstanding voting securities of the Portfolio Trust upon 60 days' days prior written notice to the Sub-adviser or by the Sub-adviser upon 90 days prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser Sub-adviser and the ManagerAdviser, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the PortfolioTrust's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2013 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Advisory Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter providedunder this Agreement, until December 31through November 1, 2007 2020; and it shall thereafter continue in full force and effect for successive periods of one year thereafter, but only so long as each annual terms provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities of the Portfolio Fund or (ii) by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not more than 60-days’ nor less than 30-days’ prior written notice delivered to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than 60-days’ prior written notice delivered to the Advisor; or (iii) by the Trust's , upon either (y) the majority vote of the Board or (z) the affirmative vote of Trustees, a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the Managerparties, or subject to approval by the Board and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Fund affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter providedunder this Agreement, until December 31through July 11, 2007 2024; and it shall thereafter continue in full force and effect for successive periods of one year thereafter, but only so long as each annual terms provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities of the Portfolio Fund or (ii) by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not more than 60-days’ nor less than 30-days’ prior written notice delivered or mailed, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than 60-days’ prior written notice delivered or mailed, postage prepaid, to the Advisor; or (iii) by the Trust's , upon either (y) the majority vote of the Board or (z) the affirmative vote of Trustees, a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the Managerparties, subject to approval by the Board including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Fund affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter providedunder this Agreement, until December 31through January 27, 2007 2018; and it shall thereafter continue in full force and effect for successive periods of one year thereafter, but only so long as each annual terms provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities of the Portfolio Fund or (ii) by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not more than 60-day nor less than 30-day prior written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than 60-day prior written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust's , upon either (y) the majority vote of the Board or (z) the affirmative vote of Trustees, a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the Managerparties, or subject to approval by the Board and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Fund affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31the second anniversary of the date set forth above, 2007 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by (i) the Trustees of the Trust or (ii) a vote of the holders of a majority of the outstanding voting securities of the Portfolio or Fund and, in either event, by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in accordance with the provisions of the 1940 Act. This Agreement may be terminated as to the Portfolio at any time, time without payment of any penalty, by the Trust's Board of TrusteesAdviser, by the ManagerBoard, or by a vote of the a majority of the outstanding voting securities of the Portfolio Fund upon 60 days' ’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the ManagerSub-adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately may also be terminated immediately, without the payment of any penalty, by (i) either Party upon termination material breach by the other Party of any agreement, obligation, representation, or warranty set forth in this Agreement, or (ii) by the Adviser if, in the reasonable judgment of the Management Adviser, the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of the Sub-adviser, the termination, resignation, or other loss of a portfolio manager, or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement between may also be terminated immediately, without the Manager payment of any penalty, by the Adviser if the Sub-adviser becomes subject to any enforcement actions or administrative proceedings that the Adviser reasonably expects to have a material and adverse effect on the TrustSub-adviser’s ability to perform under the Agreement. This Agreement shall terminate automatically and immediately (i) upon termination of the Advisory Agreement between the Adviser and the Fund and (ii) in the event of its assignment. The terms "assignment" and "vote Sub-adviser shall promptly notify the Adviser of a majority any transaction or other event that results in an assignment of the outstanding voting securities" shall have this Agreement within the meaning set forth for such terms in of the 1940 Act. In the event of a termination of this Agreement, those paragraphs of this Agreement which govern the conduct of the Parties’ future interactions with respect to the Sub-adviser having provided investment advisory services to the Fund for the duration of the Agreement, including, but not limited to, paragraphs 2(k), (1), and (m), 6, 7, 9, 11 and 12, shall survive the termination of the Agreement. This Agreement may be amended at any time by the Adviser Sub-adviser and the ManagerAdviser, subject to approval by a majority of those Trustees of the Trust's Board Trust who are not interested persons of Trustees any Party and, if required by applicable law or SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio's Fund’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2005 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December March 31, 2007 2018; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or (ii) by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days’ nor less than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust's , upon either (y) the majority vote of the Board or (z) the affirmative vote of Trustees, a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the Managerparties hereto, or subject to approval by the Board and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Fund affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2006 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31November 30, 2007 2010; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Trust's Board of TrusteesAdvisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the ManagerSub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by a the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed uponFund. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" Subject to the foregoing sentence, this Agreement shall be binding upon the parties and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. their respective successors and assigns. c. This Agreement may be amended at any time by the Adviser and parties hereto in a writing signed by each of the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in ---------------------------------- effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of one year from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31May 15, 2007 2010; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Trust's Board of TrusteesAdvisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the ManagerSub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by a the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed uponFund. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2001 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in accordance with the provisions of the 1940 Act. This Agreement may be terminated as to the Portfolio at any time, time without payment of any penalty, by the Trust's ’s Board of Trustees, by the Manager, or by a vote of the a majority of the outstanding voting securities of the Portfolio Fund upon 60 days' days prior written notice to the Sub-adviser or by the Sub-adviser upon 90 days prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "“assignment" ” and "vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser Sub-adviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio's Fund’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2014 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Trusts Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Trusts Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' days prior written notice to the Subadviser, or by the Subadviser upon 90 days prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "assignment" assignment and "vote of a majority of the outstanding voting securities" securities shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's Trusts Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's Portfolios outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2003; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. . c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change. d. The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of one year and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of one year and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at , except as otherwise provided by any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulationsrule of, or ordersaction by, a vote of a majority of the Portfolio's outstanding voting securities.the

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 1999; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and ". c. If this Agreement is not approved by the favorable vote of a majority of the outstanding voting securities" shall have securities of the meaning set forth for Fund by February 4, 1999, it will terminate as of the close of business on the last day of such terms period. d. This Agreement will also terminate upon written notice to the other party that the other party is in material breach of this Agreement, unless the 1940 Act. other party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within 30 days after the written notice. e. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2015. and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31May 1, 2007 2004; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 1999; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. assignment (as defined below). c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2004 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of 12 months from the date hereof; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Portfolio Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Portfolio, in any such case upon not less than 60 days' prior written notice to the Adviser, or Portfolio Advisor and (ii) by the Adviser Portfolio Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Portfolio affected by such change. d. The terms "assignment," "interested persons" and "vote of a majority majority" of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, effect for a period of two years from the date of its execution unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by the Trustees of the Trust or a vote of the holders of a majority of the outstanding voting securities of the Portfolio or Fund and by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority Trustees of the Trustees Trust who are not parties to this Agreement or interested persons of any such partypartyor the Trust, cast in accordance with the provisions of the 1940 Act. This Agreement may be terminated as to the Portfolio at any time, time without payment of any penalty, by the Adviser, the Trust's ’s Board of Trustees, by the Manager, or by a vote of the a majority of the outstanding voting securities of the Portfolio Trust upon 60 days' days prior written notice to the Sub-adviser or by the Sub-adviser upon 90 days prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Investment Advisory and Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning meanings set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser Sub-adviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio's Fund’s outstanding voting securitiessecurities and a vote of a majority of the Trustees of the Trust who are not interested persons of the Trust, the Adviser or the Sub-adviser, cast in person at a meeting called for the purpose of voting on such approval.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2015. and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31October 1, 2007 2011; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's ’s Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days’ nor less than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's ’s Board of TrusteesTrustees and, if required by the Managerapplicable SEC rules and regulations, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Fund affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2004; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. . c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change. d. The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement dated July 22, 1999, between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31April 30, 2007 2011; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Trust's Board of TrusteesAdvisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the ManagerSub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by a the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed uponFund. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 have an initial term of two years from the date hereof and shall continue in full force and effect for successive periods of one from year thereafter, but only so long as each to year thereafter provided that such continuance as to the Portfolio is specifically approved at least annually either by the Board or by vote of a majority of outstanding voting securities of the Fund and provided that in either event such continuance shall also be approved by vote of the holders members of the Board who are not interested persons of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement, cast in person at a meeting called for the purpose of such approval. This Agreement may be terminated at any time without payment of any penalty, by the Board or by a vote of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio Fund upon 60 days' days prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed uponupon in writing by the parties hereto. This Agreement shall terminate automatically and immediately may also be terminated, without the payment of any penalty, by the Adviser upon termination of 90 days prior written notice to the Management Agreement between the Manager and the TrustFund. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules thereunder. This Agreement may be amended at any time by in writing with the Adviser and the Managermutual written consent of both parties, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, Securities and Exchange Commission rules and regulations, or orders, a vote of a majority of the Portfolio's Fund’s outstanding voting securities. If the unitholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Adviser will continue to act, for the compensation described herein, as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties’ future interactions with respect to the Adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 4, 5, 11, 13, and 15 shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods a period of one year thereafter, but longer than two years from the date of its execution only so long as each such continuance as to the Portfolio is specifically approved at least annually either by the Trustees or by vote of a majority of outstanding voting securities of the Fund; provided that in either event such continuance shall also be approved by vote of the holders Trustees who are not interested persons of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement, cast in person at a meeting called for the purpose of such approval. This Agreement may be terminated at any time without payment of any penalty, by the Board, or by a vote of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio Fund upon 60 days' days prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed uponupon in writing by the parties hereto. This Agreement shall terminate automatically and immediately may also be terminated, without the payment of any penalty, by the Adviser upon termination of 90 days prior written notice to the Management Agreement between the Manager and the TrustFund. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees both parties and, if required by applicable SEC rules, Securities and Exchange Commission rules and regulations, or orders, a vote of a majority of the Portfolio's Fund’s outstanding voting securities. In the event of an assignment, if the shareholders of the Fund fail to approve this Agreement or any continuance of the Agreement, the Adviser will continue to act, for the compensation described herein, as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties’ future interactions with respect to the Adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 4, 5, 11, 13, and 16, shall survive such termination of this Agreement.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of 12 months from the date hereof; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Portfolio Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Portfolio, in any such case upon not less than 60 days' prior written notice to the Adviser, or Portfolio Advisor and (ii) by the Adviser Portfolio Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Portfolio affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2016 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31September 10, 2007 2014; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's ’s Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days’ nor less than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's ’s Board of TrusteesTrustees and, if required by the Managerapplicable SEC rules and regulations, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Fund affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31February 22, 2007 2015; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or (ii) by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days’ nor less than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust's , upon either (y) the majority vote of the Board or (z) the affirmative vote of Trustees, a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the Managerparties hereto, or subject to approval by the Board and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Fund affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement dated November 23, 1992 between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for two years from its initial effective date set forth above; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Trust's Board of TrusteesAdvisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the ManagerSub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by a the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed uponFund. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote become effective immediately upon termination of the holders Previous Sub-Advisory Agreement. Unless sooner terminated, this Agreement shall terminate on the 150th day following the date on which the Previous Sub-Advisory Agreement terminates. This Agreement may be terminated at any time without payment of any penalty, by the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as Fund upon ten days' prior written notice to the Portfolio at any time, without payment of any penaltySub-adviser, by the Trust's Board of TrusteesAdviser upon sixty days' prior written notice to the Sub-adviser, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio Sub-adviser upon 60 ninety days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "“assignment" ” and "vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser Sub-adviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio's Fund’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31__________, 2007 2002; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2014 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until [December 31, 2007 2006] and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods a period of one year thereafterfrom the date hereof, but only so long as each and it shall continue thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. This Agreement shall continue in ---------------------------------- effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio Subaccount is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio Subaccount or by vote of a majority of the TrustAccount's Board of TrusteesManagers; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees Board of Managers who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated as to the Portfolio Subaccount at any time, without payment of any penalty, by the TrustAccount's Board of TrusteesManagers, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio Account upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement dated July 1, 1999 between the Manager and the TrustAccount. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning meanings set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the TrustAccount's Board of Trustees Managers and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the PortfolioSubaccount's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 150 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement dated November 23, 1992 between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement The term of this agreement shall be from the date first written above, and shall continue in effect, unless sooner terminated as hereinafter providedprovided herein, until December 31for two years from such date, 2007 and shall continue in full force and effect for successive periods of one with respect to a Series from year thereafter, but to year thereafter only so long as each such continuance as to the Portfolio is specifically approved at least annually by the vote of the holders of either a majority of the outstanding voting securities of that Series or a majority of the Portfolio or by Trust's trustees, and the vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees trustees who are not neither parties to this Agreement or the agreement nor interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. "Approved at least annually" shall mean approval occurring, with respect to the first continuance of the agreement, during the 90 days prior to and including the date of its termination in the absence of such approval, and with respect to any subsequent continuance, during the 90 days prior to and including the first anniversary of the date upon which the most recent previous annual continuance of this agreement became effective. This Agreement agreement may be terminated as to the Portfolio at any time, time without payment of any penalty, by the board of trustees of the Trust's Board of Trustees, by the Manager, or with respect to a Series, by a vote of the majority of the outstanding voting securities of the Portfolio such Series, upon 60 days' prior written notice to the AdviserAdvisor, or and by the Adviser Advisor upon 90 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed uponTrust. This Agreement agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning meanings set forth for such terms in the Investment Company Act of 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securitiesRule 18f-2 thereunder.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 become effective upon the date first above written and shall continue in full force and effect for an initial term ending May 31, 1999, unless earlier amended or terminated. This Agreement is renewable thereafter as to each Fund for successive periods of not to exceed one year thereafter, but only so long as each if such continuance as to the Portfolio is specifically approved at least annually by votes of the Company's Board of Directors, cast in person at a meeting called for the purpose of voting on such approval, or by a majority of the outstanding voting securities of the Fund and in either event by the vote of a majority of the directors who are not parties to the Agreement or interested persons of any such party other than as directors of the Company. In addition, (i) this Agreement may at any time be terminated as to any Fund without the payment of any penalty either by vote of the holders Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Portfolio or by vote Fund, on sixty days' written notice to the Adviser; (ii) this Agreement shall immediately terminate in the event of a majority its assignment (within the meaning of the Trust's Board Investment Company Act of Trustees1940); and further provided that such continuance is also approved annually (iii) this Agreement may be terminated by the vote of a majority of Adviser on sixty days' written notice to the Trustees who are not parties to Company. Any notice under this Agreement shall be given in writing addressed and delivered, or interested persons mailed postpaid, to the other party at any office of any such party. This Agreement may be terminated amended as to the Portfolio any Fund at any timetime by mutual consent of the parties, without payment provided that such consent on the part of any penalty, the Company shall have been approved by the Trust's Board of Trustees, by the Manager, or by a vote of the a majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to Fund. As used in this paragraph, the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and term "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms term in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority Section 2(a)(42) of the Portfolio's outstanding voting securitiesInvestment Company Act of 1940.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2009 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31September 10, 2007 2014; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's ’s Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not less than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's ’s Board of TrusteesTrustees and, if required by the Managerapplicable SEC rules and regulations, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Fund affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in ---------------------------------- effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2005 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in ---------------------------------- effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio Subaccount is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio Subaccount or by vote of a majority of the TrustAccount's Board of TrusteesManagers; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees Board of Managers who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated as to the Portfolio Subaccount at any time, without payment of any penalty, by the TrustAccount's Board of TrusteesManagers, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio Account upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement dated June 15, 1998 between the Manager and the TrustAccount. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning meanings set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the TrustAccount's Board of Trustees Managers and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the PortfolioSubaccount's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of two years from the date hereof and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed uponagreed. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the TrustTrust at which time the Manager will promptly provide written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods a period of one year thereafter, but longer than two years from the date of its execution only so long as each such continuance as to the Portfolio is specifically approved at least annually either by the Board or by vote of a majority of outstanding voting securities of the Fund; provided that in either event such continuance shall also be approved by vote of the holders members of the Board who are not interested persons of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement, cast in person at a meeting called for the purpose of such approval. This Agreement may be terminated at any time without payment of any penalty, by the Board, or by a vote of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio Fund upon 60 days' days prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the ManagerSub-adviser, or upon such shorter notice as may be mutually agreed uponupon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-adviser (i) upon 90 days prior written notice to the other party and the Fund; (ii) upon material breach by any party of any representations or warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating party, a party has become unable to discharge its duties and obligations under this Agreement, including in the case of the insolvency of such party. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement investment advisory agreement between the Manager Adviser and the TrustFund. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time in writing by the Adviser Fund, Sub-adviser and the ManagerAdviser, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, Securities and Exchange Commission rules and regulations, or orders, a vote of a majority of the Portfolio's Fund’s outstanding voting securities. If the members of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Sub-adviser will continue to act, for the compensation described herein, as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, Sections 5, 6, 11, 13 and 15 shall survive such termination of this Agreement.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31April 1, 2007 2014; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Funds or by vote of a majority of the Trust's ’s Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days’ nor less than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Funds. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's ’s Board of TrusteesTrustees and, if required by the Managerapplicable SEC rules and regulations, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Funds affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effecteffect with respect to each Fund, unless sooner terminated as hereinafter provided, until through December 31, 2007 1999, and indefinitely thereafter if its continuance shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is be specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio a Fund or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any the Advisor, cast in person at a meeting called for the purpose of voting on such partyapproval, or as allowed by law. This Agreement may be terminated as to the Portfolio at any timetime with respect to a Fund, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund upon 60 days' prior written notice to the Adviser, or Advisor and by the Adviser Advisor upon 90 60 days' prior written notice to the Manager, or upon such shorter notice as Trust. This Agreement may be mutually agreed uponamended with respect to a Fund at any time by the parties, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of a majority of the Fund's outstanding voting securities. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" ", "interested person", and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31__________, 2007 2009 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio Fund is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio Fund or by vote of a majority of the TrustFund's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio Fund at any time, without payment of any penalty, by the TrustFund's Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio Fund upon 60 days' prior written notice to the Sub-Adviser, or by the Sub-Adviser upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Advisory Agreement between the Manager Adviser and the TrustFund. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. The Adviser and the Sub-Adviser agree that each will use its best efforts to provide the other party to this Agreement with advance notice of such termination or assignment. This Agreement may be amended at any time by the Sub-Adviser and the ManagerAdviser, subject to approval by the TrustFund's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the PortfolioFund's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter providedunder this Agreement, until December 31through [ ], 2007 2025; and it shall thereafter continue in full force and effect for successive periods of one year thereafter, but only so long as each annual terms provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities of the Portfolio Fund or (ii) by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor upon not more than 60-days’ nor less than 30-days’ prior written notice delivered or mailed, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than 60-days’ prior written notice delivered or mailed, postage prepaid, to the Advisor; or (iii) by the Trust's , upon either (y) the majority vote of the Board or (z) the affirmative vote of Trustees, a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment. c. This Agreement may be amended at any time by the Managerparties, subject to approval by the Board including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or Fund affected by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. change. d. The terms "“assignment" ,” “interested persons” and "vote of a “majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2012 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's ’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's ’s Board of Trustees, by the ManagerAdviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' ’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms "“assignment" ” and "“vote of a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Portfolio in good faith. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the ManagerAdviser, subject to approval by the Trust's ’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's ’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 2004; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio Fund or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Fund, in any such case upon not less than 60 days' prior written notice to the Adviser, or Sub-Advisor and (ii) by the Adviser Sub-Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by mutual consent in writing by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a the majority of the Portfolio's outstanding voting securitiessecurities of the Fund affected by such change.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 for a period of 12 months from the date hereof; and it shall continue in full force and effect for successive periods of one year thereafter, but only so long as each thereafter provided that such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Portfolio or by vote of a majority of the Trust's Board of Trustees; Trustees and further provided that such continuance is also approved annually (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any either the Advisor or the Portfolio Advisor, cast in person at a meeting called for the purpose of voting on such party. approval. b. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees, by the Manager, Trustees or by a vote of the majority of the outstanding voting securities of the Portfolio Portfolio, in any such case upon not less than 60 days' prior written notice to the Adviser, or Portfolio Advisor and (ii) by the Adviser Portfolio Advisor upon 90 not less than 60 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager Advisor and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. . c. This Agreement may be amended at any time by the Adviser and the Managerparties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.applicable