Common use of TRANSITION RULES FOR CALCULATING ADVISER'S COMPENSATION Clause in Contracts

TRANSITION RULES FOR CALCULATING ADVISER'S COMPENSATION. The Performance Adjustment will not be fully incorporated into the determination of the Adjusted Fee until the fiscal quarter ended February 28, 2006. Until that date, the following transition rules will apply: (a) February 6, 2003 through November 30, 2003. The Adjusted Fee will be deemed to equal the Base Fee. No Performance Adjustment will apply to the calculation of the Adjusted Fee during this period. (b) December 1, 2003 through February 28, 2006. Beginning December 1, 2003, the Performance Adjustment will take effect on a progressive basis with regard to the number of months elapsed between February 28, 2003, and the end of the quarter for which the Adjusted Fee is being computed. During this period, the Base Fee for purposes of calculating the Performance Adjustment will be computed using the average month-end net assets of the BG Portfolio, as determined for a period commencing February 28, 2003, and ending as of the end of the applicable fiscal quarter of the Fund. During this period, the Performance Adjustment will be calculated using the cumulative performance of the BG Portfolio and the Index for a period commencing March 1, 2003 and ending as of the end of the applicable fiscal quarter of the Fund. For these purposes, the endpoints and the size of the range over which a positive or negative adjustment percentage applies and the corresponding maximum adjusted percentage will be multiplied by a time-elapsed fraction. The fraction will equal the number of months elapsed since February 28, 2003, divided by 36. (See Fee Example #2 in Appendix.) (c) ON AND AFTER FEBRUARY 28, 2006. The Adjusted Fee will be equal to the Base Fee plus the Performance Adjustment.

TRANSITION RULES FOR CALCULATING ADVISER'S COMPENSATION. The Performance Adjustment will not be fully incorporated into the determination of the Adjusted Fee until the fiscal quarter ended February 28March 31, 2006. Until that date, the following transition rules will apply: (a) February FEBRUARY 6, 2003 through November 30THROUGH DECEMBER 31, 2003. The Adjusted Fee will be deemed to equal the Base Fee. No Performance Adjustment will apply to the calculation of the Adjusted Fee during this period. (b) December JANUARY 1, 2003 through February 282004 THROUGH MARCH 31, 2006. Beginning December January 1, 20032004, the Performance Adjustment will take effect on a progressive basis with regard to the number of months elapsed between February 28March 31, 2003, and the end of the quarter for which the Adjusted Fee is being computed. During this period, the Base Fee for purposes of calculating the Performance Adjustment will be computed using the average month-end net assets of the BG Portfolio, as determined for a period commencing February 28March 31, 2003, and ending as of the end of the applicable fiscal quarter of the Fund. During this period, the Performance Adjustment will be calculated using the cumulative performance of the BG Portfolio and the Index for a period commencing March April 1, 2003 and ending as of the end of the applicable fiscal quarter of the Fund. For these purposes, the endpoints and the size of the range over which a positive or negative adjustment percentage applies and the corresponding maximum adjusted percentage will be multiplied by a time-elapsed fraction. The fraction will equal the number of months elapsed since February 28March 31, 2003, divided by 36. (See Fee Example #2 in Appendix.) (c) ON AND AFTER FEBRUARY 28MARCH 31, 2006. The Adjusted Fee will be equal to the Base Fee plus the Performance Adjustment.