Common use of Amendments of this Agreement Clause in Contracts

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board Directors/Trustees of Directors of the a Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolioa Fund, and (ii) by the vote of a majority of those directors Directors/Trustees of the a Fund who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement or in any Agreement related to the Fund's Rule 12b-1 Plan, cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board Directors/Trustees of Directors of the a Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolioa Fund, and (ii) by the vote of a majority of those directors Directors/Trustees of the a Fund who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement or in any Agreement related to the Fund's Rule 12b-1 Plan, cast in person at a meeting called for the purpose of voting on such approval. SECTION 12.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors Trustees of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors Trustees of the Fund who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement or in any Agreement related to the Fund's Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act, cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class A voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Directors or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties hereto only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted Fund and such amendment is set forth in a written instrument executed by the Investment Company Act, or by the vote of a majority each of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approvalhereto.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class B voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors Trustees of the Fund, to the extent permitted by the Investment Company ActTrust, or by the vote of a majority of the outstanding shares voting securities of the PortfolioTrust, and (ii) by the vote of a majority of those directors Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement or in any agreement related thereto, cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class I voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class C voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Fund's Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors trustees of the Fund who are not parties to this Agreement or interested persons of any such either party to this Agreement, cast in person at a meeting or meetings called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the a vote of a majority of the outstanding shares voting securities of the Portfolio, Trust and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company ActDirectors, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Trustees of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Fund’s Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Trustees of the Fund who are not parties to this Agreement or interested persons of any such either party to this Agreement, cast in person at a meeting or meetings called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) by the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class B voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Trust and (ii) by the vote of a majority of those directors Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement, cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors Trustees of the Fund, to the extent permitted by the Investment Company ActTrust, or by the vote of a majority of the outstanding shares voting securities of the PortfolioTrust, and (ii) by the vote of a majority of those directors trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company ActCompany, or by the vote of a majority of the outstanding shares voting securities of the PortfolioInvestment Company, and (ii) by the vote of a majority of those directors of the Fund Investment Company who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board Directors/Trustees of Directors of the a Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolioa Fund, and (ii) by the vote of a majority of those directors Directors/Trustees of the a Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.and who have no direct 6

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors Trustees of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors Trustees of the Fund who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement or in any Agreement related to the Fund's Rule 12b-1 Plan, cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company ActCompany, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFunds affected by the amendment, and (ii) by the vote of a majority of those directors of the Fund Company who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended ---------------------------- by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class A voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (ia) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or and by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (iib) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended or modified by the parties only if such amendment is specifically approved by (i) by the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors members of the Fund Board who are not parties to this the Agreement or "interested persons persons" of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement shall automatically and immediately terminate in the event of its assignment.

Amendments of this Agreement. This With respect to each Fund, this Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting Shares of the Portfoliorespective Fund, and (ii) by the vote of a majority of those directors of the Fund Company who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement, cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of the Distributor or of the Fund and have no direct or indirect financial interest in the operation of the Plan or in this or any such party other agreement related to the Plan cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This With respect to a Fund, this Agreement may be amended by the parties only if such amendment is specifically approved by by: (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfoliosuch Fund, and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties with respect to a Fund only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, applicable Fund and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.those

Amendments of this Agreement. This Agreement may be ---------------------------- amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically specifi- cally approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company ActDirectors, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. Section 12.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (ia) the Board of Directors Trustees of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, and (iib) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved in writing by the Fund and the Distributor. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board board of Directors directors of the Fund, to the extent permitted by the Investment Company Act, Fund or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority the Trustees of the outstanding shares of the PortfolioTrust, and (ii) by the vote of including a majority of those directors of the Fund Trustees who are not parties to this Agreement or interested persons of any such party party, cast in person at a meeting called for the purpose of voting on such approvalapproval and, where required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of each affected Series.

Amendments of this Agreement. This Agreement may be amended by the parties with respect to a Portfolio only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company ActCompany, or by the vote of a majority of the outstanding shares voting securities of the PortfolioPortfolios affected by the amendment, and (ii) by the vote of a majority of those directors of the Fund Company who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended as to each Fund by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Institutional Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding votes attributable to the shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approvalFund.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Trustees of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. Section 13.

Amendments of this Agreement. This Agreement may be amended as to each Fund by the parties only if such amendment is specifically approved by (ia) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of outstanding votes attributable to the outstanding shares of the PortfolioFund, and (iib) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Trust and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company ActDirectors, or by the vote of a majority of the outstanding shares Class B voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Trust and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors Trustees of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended amended, with respect to all or only certain of the Funds, by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Directors or by the vote of a majority of the outstanding shares voting securities of the Portfolio, applicable Fund(s) and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by ---------------------------- the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This As to any material provision of this Agreement, this Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party party, cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended ---------------------------- by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Trustees of the Fund Trust who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by ---------------------------- the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company ActDirectors, or by the vote of a majority of the outstanding shares Class B voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (ia) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (iib) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties with respect to a Fund only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority the Trustees of the outstanding shares of the PortfolioTrust, and (ii) by the vote of including a majority of those directors of the Fund 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 approvalapproval and, when required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of that Fund.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the a vote of a majority of the outstanding shares voting securities of the Portfolio, Trust and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.or

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors trustees of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by ---------------------------- the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class I voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by ---------------------------- the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class C voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors Trustees of the Fund, to the extent permitted by the Investment Company ActTrust, or by the vote of a majority of the outstanding shares voting securities of the PortfolioMoney Market Fund, and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board Directors/Trustees of Directors of the a Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolioa Fund, and (ii) by the vote of a majority of those directors Directors/Trustees of the a Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.and who have no direct

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors vote of the Fund, to the extent permitted by the Investment Company ActTrustees, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended ---------------------------- by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company ActDirectors, or by the vote of a majority of the outstanding shares Class C voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved in writing by the Fund and the Distributor. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Managers or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement or in any Agreement related to the Fund's Rule 12b-1 Plan, cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This When required by applicable law, this Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding voting securities shares of the PortfolioInternational Series, and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.. The Investment Adviser agrees to advise Sub-Investment Adviser immediately:

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class I voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.of

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (ia) the Board of Directors Trustees of the Fund, to the extent permitted by the Investment Company Act, or and by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (iib) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties as to a Fund only if such amendment is specifically approved by (i1) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares of the Portfoliovotes attributable to that Fund, and (ii2) by the vote of a majority of those directors of the Fund trustees who are not parties to this Agreement or interested persons of any such party party, cast in person at a meeting called for the purpose of voting on such approval, or as otherwise permitted by law.

Amendments of this Agreement. This Agreement may be amended ---------------------------- by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company ActDirectors, or by the vote of a majority of the outstanding shares Class B voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This When required by applicable law, this Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding voting securities shares of the PortfolioInternational Equity Series, and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.. The Investment Adviser agrees to advise the Sub-Investment Adviser immediately:

Amendments of this Agreement. This Agreement may be amended ---------------------------- by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Trust and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors Trustees of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors Trustees of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Trustees or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class A voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended ---------------------------- by the parties only if such amendment is specifically specifi cally approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of each Series of the PortfolioFund affected by such amendment, and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended or modified by the parties only if such amendment is specifically approved by (i) by the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors members of the Fund Board who are not parties to this the Agreement or “interested persons persons” of any such party cast in person at a meeting called for the purpose of voting on such approvalapproval or in writing by a written consent of the Board and (iii) by the Adviser.

Amendments of this Agreement. This Agreement may be amended by ---------------------------- the parties only if such amendment is specifically specifi-cally approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company ActDirectors, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Fund or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement, cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended ---------------------------- by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund(a) with respect to all Funds, to the extent permitted by the Investment Company Act, Directors or by the vote of a majority of outstanding Class I voting securities of each Fund, or (b) with respect to any one Fund, by the outstanding shares of the Portfolio, and (ii) by Directors or the vote of a majority of outstanding Class I voting securities of such Fund; and (ii) by a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, Directors or by the vote of a majority of the outstanding shares voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be ---------------------------- amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class I voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors vote of the Fund, to the extent permitted by the Investment Company ActTrustees, or by the vote of a majority of the outstanding shares voting securities of the PortfolioTotal Return Bond Master Portfolio of the Trust, and (ii) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended as to a Fund by the parties only if such amendment specifically is specifically approved by (ia) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares of the PortfolioFund, if and to the extent required by applicable law, and (iib) by the vote of a majority of those directors of the Fund 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.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors Managing Shareholder of the FundTrust or, to the extent permitted by the Investment Company Act, or by (ii) the vote of a majority Majority of the outstanding shares Investors of the PortfolioTrust, and (ii) by the a vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically specifi- cally approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company ActDirectors, or by the vote of a majority of the outstanding shares Class B voting securities of the PortfolioFund, and (ii) by the vote of a majority of those directors Directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended amended, with respect to all or any number of the Funds, by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board Directors/Trustees of Directors of the a Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the Portfolioa Fund, and (ii) by the vote of a majority of those directors Directors/Trustees of the a Fund who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement or in any Agreement related to the Fund's Rule 12b-1 Plan, cast in person at a meeting called for the purpose of voting on such approval.. 6 7

Amendments of this Agreement. This Agreement may be amended ---------------------------- by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares Class A voting securities of the Portfolio, Fund and (ii) by the vote of a majority of those directors Directors of the Fund Program 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.

Amendments of this Agreement. This Agreement may be amended by ---------------------------- the parties only if such amendment is specifically approved by (ii)(a) the Board of Directors of the Fundwith respect to all Funds, to the extent permitted by the Investment Company Act, Directors or by the vote of a majority of outstanding Class A voting securities of each Fund, or (b) with respect to any one Fund, by the outstanding shares of the Portfolio, and (ii) by Directors or the vote of a majority of outstanding Class A voting securities of such Fund; and (ii) by a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Multi-Adviser Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares voting securities of the PortfolioFund, cast in person or by proxy, and (ii) by the vote of a majority of those directors of the Fund Directors who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement or in any agreement related thereto, cast in person at a meeting called for the purpose of voting on upon such approval.