Common use of Concerning Applicable Provisions of Law, etc Clause in Contracts

Concerning Applicable Provisions of Law, etc. This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The laws of the State of New York shall, except to the extent that any applicable provisions of Federal law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. The undersigned officer of each Trust has executed this Agreement not individually, but as President under each Trust's Declaration of Trust, as amended. Pursuant to the Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or investors of the Trust individually, but bind only the trust estate. 11 If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Very truly yours, Xxxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxx, Xx. Vice President, on behalf of the Trusts listed on Exhibit A, attached hereto: Accepted: EDGEWOOD SERVICES, INC.. By:/s/ X. Xxxxxxx Xxxx EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive Placement Agent with respect to the following Trusts, effective as of the date indicated below: Name of Trust Date BT Investment Portfolios: Liquid Assets Portfolio September 30, 1996 Asset Management Portfolio II September 30, 1996 Asset Management Portfolio III September 30, 1996 Global High Yield Securities PortfolioSeptember 30, 1996 Latin American Equity Portfolio September 30, 1996 Small Cap Portfolio September 30, 1996 Pacific Basin Equity Portfolio September 30, 1996 European Equity Portfolio September 30, 1996 International Bond Portfolio September 30, 1996 100% Treasury Portfolio September 30, 1996 Growth and Income Portfolio September 30, 1996 U.S. Bond Index Portfolio September 30, 1996 Equity 500 Equal Weighted Index Portfolio September 30, 1996 Small Cap Index Portfolio September 30, 1996 EAFE Equity Index Portfolio September 30, 1996 Cash Management Portfolio September 30, 1996 Treasury Money Portfolio September 30, 1996 Tax Free Money Portfolio September 30, 1996 International Equity Portfolio September 30, 1996 13 Utility Portfolio September 30, 1996 Equity 500 Index Portfolio September 30, 1996 Short/Intermediate U.S. Government Securities PortfolioSeptember 30, 1996 Asset Management Portfolio September 30, 1996 Capital Appreciation Portfolio September 30, 1996 Intermediate Tax Free Portfolio September 30, 1996 093096 093096

Concerning Applicable Provisions of Law, etc. This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The This Agreement is executed and delivered at a location or locations outside the United States, and the laws of the State Commonwealth of New York Massachusetts shall, except to the extent that any applicable provisions of Federal law Law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. The undersigned officer of each Trust has executed this Agreement not individually, but as President under each Trust's Declaration of Trust, as amended. Pursuant to the Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or investors of the Trust individually, but bind only the trust estate. 11 If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Very truly yours, Xxxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxx, Xx. Vice President, on behalf The undersigned Trustee or officer of the Trusts listed on Exhibit ATrust has executed this Agreement not individually, attached heretobut as Trustee or officer under the Trust's Declaration of Trust, dated September 13, 1993, as amended, and the obligations of this Agreement are not binding upon any of the Trustees or officers of the Trust individually. Yours very truly, THE PREMIUM PORTFOLIOS By: James B. Craver ----------------------- Accepted: EDGEWOOD THE LANDMARK FUNXX XXXXXX-XXXXXR SERVICES, INC.. By:/s/ X. Xxxxxxx Xxxx EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT Pursuant . By: James B. Craver ---------------------- Xxx Xxxxxum Portfolios Elizabethan Square, 2nd Floor George Town, Grand Cayman, BWI Decembex 00, 1997 The Landmark Funds Broker-Dealer Services, Inc. c/o Signature Financial Group (Cayman), Ltd. Elizabethan Square, 2nd Floor George Town, Grand Cayman, BWI Re: The Premium Portfolios - Plaxxxxxx Agency Agreement Ladies and Gentlemen: This letter serves as notice that Growth & Income Portfolio (the "Fund") is added to the Exclusive Placement Agreementlist of series of The Premium Portfolios (the "Trust") to which The Landmark Funds Broker-Dealer Services, ESI shall be Exclusive Placement Agent with respect Inc. ("LFBDS") renders services as placement agent pursuant to the following Trusts, effective terms of the Placement Agency Agreement dated as of September 13, 1993 (the date indicated below"Agreement") between the Trust and LFBDS. Please sign below to acknowledge your receipt of this notice adding the Fund as beneficiary under the Agreement. THE PREMIUM PORTFOLIOS By: Name of Trust Date BT Investment PortfoliosPhilip Coolidge Title: Liquid Assets Portfolio September 30President Xxxxxxxxxxxxxt: THE LANDMARK FUNDS BROKER-DEALER SERVICES, 1996 Asset Management Portfolio II September 30, 1996 Asset Management Portfolio III September 30, 1996 Global High Yield Securities PortfolioSeptember 30, 1996 Latin American Equity Portfolio September 30, 1996 Small Cap Portfolio September 30, 1996 Pacific Basin Equity Portfolio September 30, 1996 European Equity Portfolio September 30, 1996 International Bond Portfolio September 30, 1996 100% Treasury Portfolio September 30, 1996 Growth and Income Portfolio September 30, 1996 U.S. Bond Index Portfolio September 30, 1996 Equity 500 Equal Weighted Index Portfolio September 30, 1996 Small Cap Index Portfolio September 30, 1996 EAFE Equity Index Portfolio September 30, 1996 Cash Management Portfolio September 30, 1996 Treasury Money Portfolio September 30, 1996 Tax Free Money Portfolio September 30, 1996 International Equity Portfolio September 30, 1996 13 Utility Portfolio September 30, 1996 Equity 500 Index Portfolio September 30, 1996 Short/Intermediate U.S. Government Securities PortfolioSeptember 30, 1996 Asset Management Portfolio September 30, 1996 Capital Appreciation Portfolio September 30, 1996 Intermediate Tax Free Portfolio September 30, 1996 093096 093096INC. By: Philip Coolidge Title: CEO

Concerning Applicable Provisions of Law, etc. This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The laws of the State of New York shall, except to the extent that any applicable provisions of Federal law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. The undersigned officer of each Trust has executed this Agreement not individually, but as President under each Trust's Declaration of Trust, as amended. Pursuant to the Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or investors of the Trust individually, but bind only the trust estate. 11 If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Very truly yours, Xxxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxx, Xx. Vice President, on behalf of the Trusts listed on Exhibit A, attached hereto: Accepted: EDGEWOOD SERVICES, INC.. By:/s/ X. Xxxxxxx Xxxx EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive Placement Agent with respect to the following Trusts, effective as of the date indicated below: Name of Trust Date BT Investment Portfolios: Liquid Assets Portfolio September 30, 1996 Asset Management Portfolio II September 30, 1996 Asset Management Portfolio III September 30, 1996 Global High Yield Securities PortfolioSeptember Portfolio September 30, 1996 Latin American Equity Portfolio September 30, 1996 Small Cap Portfolio September 30, 1996 Pacific Basin Equity Portfolio September 30, 1996 European Equity Portfolio September 30, 1996 International Bond Portfolio September 30, 1996 100% Treasury Portfolio September 30, 1996 Growth and Income Portfolio September 30, 1996 U.S. Bond Index Portfolio September 30, 1996 Equity 500 Equal Weighted Index Portfolio September 30, 1996 Small Cap Index Portfolio September 30, 1996 EAFE Equity EAFE(R)Equity Index Portfolio September 30, 1996 Cash Management Portfolio September 30, 1996 Treasury Money Portfolio September 30, 1996 Tax Free Money Portfolio September 30, 1996 International Equity Portfolio September 30, 1996 13 Utility Portfolio September 30, 1996 Equity 500 Index Portfolio September 30, 1996 Short/Intermediate U.S. Government Securities PortfolioSeptember Portfolio September 30, 1996 Asset Management Portfolio September 30, 1996 Capital Appreciation Portfolio September 30, 1996 Intermediate Tax Free Portfolio September 30, 1996 093096 093096

Concerning Applicable Provisions of Law, etc. This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The laws of the State of New York shall, except to the extent that any applicable provisions of Federal law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. The undersigned officer of each Trust has executed this Agreement not individually, but as President under each Trust's Declaration of Trust, as amended. Pursuant to the Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or investors of the Trust individually, but bind only the trust estate. 11 If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Very truly yours, Xxxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxx, Xx. 12 Vice President, on behalf of the Trusts listed on Exhibit A, attached hereto: Accepted: EDGEWOOD SERVICES, INC.. By:/s/ X. Xxxxxxx Xxxx EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive Placement Agent with respect to the following Trusts, effective as of the date indicated below: Name of Trust Date BT Investment Portfolios: Liquid Assets Portfolio September 30, 1996 Asset Management Portfolio II September 30, 1996 Asset Management Portfolio III September 30, 1996 Global High Yield Securities PortfolioSeptember 30, 1996 Latin American Equity Portfolio September 30, 1996 Small Cap Portfolio September 30, 1996 13 Pacific Basin Equity Portfolio September 30, 1996 European Equity Portfolio September 30, 1996 International Bond Portfolio September 30, 1996 100% Treasury Portfolio September 30, 1996 Growth and Income Portfolio September 30, 1996 U.S. Bond Index Portfolio September 30, 1996 Equity 500 Equal Weighted Index Portfolio September 30, 1996 Small Cap Index Portfolio September 30, 1996 EAFE Equity Index Portfolio September 30, 1996 Cash Management Portfolio September 30, 1996 Treasury Money Portfolio September 30, 1996 Tax Free Money Portfolio September 30, 1996 International Equity Portfolio September 30, 1996 13 Utility Portfolio September 30, 1996 Equity 500 Index Portfolio September 30, 1996 Short/Intermediate U.S. Government Securities PortfolioSeptember 30, 1996 Asset Management Portfolio September 30, 1996 Capital Appreciation Portfolio September 30, 1996 Intermediate Tax Free Portfolio September 30, 1996 093096 0930961996

Concerning Applicable Provisions of Law, etc. This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The laws of the State of New York shall, except to the extent that any applicable provisions of Federal law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. The undersigned officer of each Trust has executed this Agreement not individually, but as President under each Trust's Declaration of Trust, as amended. Pursuant to the Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or investors of the Trust individually, but bind only the trust estate. 11 If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Very truly yours, Xxxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx By:/S/ XXXXXXX X. XxxxxXXXXX, XxXX. Vice President, on behalf of the Trusts listed on Exhibit A, attached hereto: Accepted: EDGEWOOD SERVICES, INC.. By:/s/ By:/S/ X. Xxxxxxx Xxxx XXXXXXX XXXX EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive Placement Agent with respect to the following Trusts, effective as of the date indicated below: Name of Trust Date BT Investment Portfolios: Liquid Assets Portfolio September 30, 1996 Asset Management Portfolio II September 30, 1996 Asset Management Portfolio III September 30, 1996 Global High Yield Securities PortfolioSeptember Portfolio September 30, 1996 Latin American Equity Portfolio September 30, 1996 Small Cap Portfolio September 30, 1996 Pacific Basin Equity Portfolio September 30, 1996 European Equity Portfolio September 30, 1996 International Bond Portfolio September 30, 1996 100% Treasury Portfolio September 30, 1996 Growth and Income Portfolio September 30, 1996 U.S. Bond Index Portfolio September 30, 1996 Equity 500 Equal Weighted Index Portfolio September 30, 1996 Small Cap Index Portfolio September 30, 1996 EAFE Equity EAFE(R)Equity Index Portfolio September 30, 1996 Cash Management Portfolio September 30, 1996 Treasury Money Portfolio September 30, 1996 Tax Free Money Portfolio September 30, 1996 International Equity Portfolio September 30, 1996 13 Utility Portfolio September 30, 1996 Equity 500 Index Portfolio September 30, 1996 Short/Intermediate U.S. Government Securities PortfolioSeptember Portfolio September 30, 1996 Asset Management Portfolio September 30, 1996 Capital Appreciation Portfolio September 30, 1996 Intermediate Tax Free Portfolio September 30, 1996 093096 0930961996

Concerning Applicable Provisions of Law, etc. This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The laws of the State of New York shall, except to the extent that any applicable provisions of Federal law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. The undersigned officer of each Trust has executed this Agreement not individually, but as President under each Trust's Declaration of Trust, as amended. Pursuant to the Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or investors of the Trust individually, but bind only the trust estate. 11 If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Very truly yours, Xxxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxx, Xx. 12 Vice President, on behalf of the Trusts listed on Exhibit A, attached hereto: Accepted: EDGEWOOD SERVICES, INC.. By:/s/ X. Xxxxxxx Xxxx EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive Placement Agent with respect to the following Trusts, effective as of the date indicated below: Name of Trust Date BT Investment Portfolios: Liquid Assets Portfolio September 30, 1996 Asset Management Portfolio II September 30, 1996 Asset Management Portfolio III September 30, 1996 Global High Yield Securities PortfolioSeptember 30, 1996 Latin American Equity Portfolio September 30, 1996 Small Cap Portfolio September 30, 1996 13 Pacific Basin Equity Portfolio September 30, 1996 European Equity Portfolio September 30, 1996 International Bond Portfolio September 30, 1996 100% Treasury Portfolio September 30, 1996 Growth and Income Portfolio September 30, 1996 U.S. Bond Index Portfolio September 30, 1996 Equity 500 Equal Weighted Index Portfolio September 30, 1996 Small Cap Index Portfolio September 30, 1996 EAFE Equity Index Portfolio September 30, 1996 Cash Management Portfolio September 30, 1996 Treasury Money Portfolio September 30, 1996 Tax Free Money Portfolio September 30, 1996 International Equity Portfolio September 30, 1996 13 Utility Portfolio September 30, 1996 Equity 500 Index Portfolio September 30, 1996 Short/Intermediate U.S. Government Securities PortfolioSeptember 30, 1996 Asset Management Portfolio September 30, 1996 Capital Appreciation Portfolio September 30, 1996 Intermediate Tax Free Portfolio September 30, 1996 093096 093096

Concerning Applicable Provisions of Law, etc. This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The laws of the State of New York shall, except to the extent that any applicable provisions of Federal law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. The undersigned officer of each Trust has executed this Agreement not individually, but as President under each Trust's Declaration of Trust, as amended. Pursuant to the Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or investors of the Trust individually, but bind only the trust estate. 11 If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Very truly yours, Xxxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxx, Xx. Vice President, on behalf of the Trusts listed on Exhibit A, attached hereto: Accepted: EDGEWOOD SERVICES, INC.. By:/s/ X. Xxxxxxx Xxxx EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive Placement Agent with respect to the following Trusts, effective as of the date indicated below: Name of Trust Date BT Investment Portfolios: Liquid Assets Portfolio September 30, 1996 Asset Management Portfolio II September 30, 1996 Asset Management Portfolio III September 30, 1996 Global High Yield Securities PortfolioSeptember Portfolio September 30, 1996 Latin American Equity Portfolio September 30, 1996 Small Cap Portfolio September 30, 1996 Pacific Basin Equity Portfolio September 30, 1996 European Equity Portfolio September 30, 1996 International Bond Portfolio September 30, 1996 100% Treasury Portfolio September 30, 1996 Growth and Income Portfolio September 30, 1996 U.S. Bond Index Portfolio September 30, 1996 Equity 500 Equal Weighted Index Portfolio September 30, 1996 Small Cap Index Portfolio September 30, 1996 EAFE Equity EAFE(R)Equity Index Portfolio September 30, 1996 Cash Management Portfolio September 30, 1996 Treasury Money Portfolio September 30, 1996 Tax Free Money Portfolio September 30, 1996 International Equity Portfolio September 30, 1996 13 Utility Portfolio September 30, 1996 Equity 500 Index Portfolio September 30, 1996 Short/Intermediate U.S. Government Securities PortfolioSeptember Portfolio September 30, 1996 Asset Management Portfolio September 30, 1996 Capital Appreciation Portfolio September 30, 1996 Intermediate Tax Free Portfolio September 30, 1996 093096 093096

Concerning Applicable Provisions of Law, etc. This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The laws of the State of New York shall, except to the extent that any applicable provisions of Federal law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. The undersigned officer of each Trust has executed this Agreement not individually, but as President under each Trust's Declaration of Trust, as amended. Pursuant to the Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or investors of the Trust individually, but bind only the trust estate. 11 If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Very truly yours, Xxxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxx, Xx. 12 Vice President, on behalf of the Trusts listed on Exhibit A, attached hereto: Accepted: EDGEWOOD SERVICES, INC.. By:/s/ X. R. Xxxxxxx Xxxx EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive Placement Agent with respect to the following Trusts, effective as of the date indicated below: Name of Trust Date BT Investment Portfolios: Liquid Assets Portfolio September 30, 1996 Asset Management Portfolio II September 30, 1996 Asset Management Portfolio III September 30, 1996 Global High Yield Securities PortfolioSeptember 30, 1996 Latin American Equity Portfolio September 30, 1996 Small Cap Portfolio September 30, 1996 13 Pacific Basin Equity Portfolio September 30, 1996 European Equity Portfolio September 30, 1996 International Bond Portfolio September 30, 1996 100% Treasury Portfolio September 30, 1996 Growth and Income Portfolio September 30, 1996 U.S. Bond Index Portfolio September 30, 1996 Equity 500 Equal Weighted Index Portfolio September 30, 1996 Small Cap Index Portfolio September 30, 1996 EAFE Equity Index Portfolio September 30, 1996 Cash Management Portfolio September 30, 1996 Treasury Money Portfolio September 30, 1996 Tax Free Money Portfolio September 30, 1996 International Equity Portfolio September 30, 1996 13 Utility Portfolio September 30, 1996 Equity 500 Index Portfolio September 30, 1996 Short/Intermediate U.S. Government Securities PortfolioSeptember 30XxxxxxxxxXxxxxxxxx 00, 1996 Asset 0000 Xxxxx Management Portfolio September 30, 1996 Capital Appreciation Portfolio September 30, 1996 Intermediate Tax Free Portfolio September 30, 1996 093096 093096

Concerning Applicable Provisions of Law, etc. This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The This Agreement is executed and delivered at a location or locations outside the United States, and the laws of the State Commonwealth of New York Massachusetts shall, except to the extent that any applicable provisions of Federal law Law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. The undersigned officer of each Trust has executed this Agreement not individually, but as President under each Trust's Declaration of Trust, as amended. Pursuant to the Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or investors of the Trust individually, but bind only the trust estate. 11 If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Very truly yours, Xxxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxx, Xx. Vice President, on behalf The undersigned Trustee or officer of the Trusts listed on Exhibit ATrust has executed this Agreement not individually, attached heretobut as Trustee or officer under the Trust's Declaration of Trust, dated September 13, 1993, as amended, and the obligations of this Agreement are not binding upon any of the Trustees or officers of the Trust individually. Yours very truly, THE PREMIUM PORTFOLIOS By: Xxxxx X. Xxxxxx ----------------------- Accepted: EDGEWOOD THE LANDMARK FUNDS BROKER-DEALER SERVICES, INC.. By:/s/ . By: Xxxxx X. Xxxxxxx Xxxx EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT Pursuant Xxxxxx ---------------------- The Premium Portfolios Elizabethan Square, 2nd Floor Xxxxxx Town, Grand Cayman, BWI December 31, 1997 The Landmark Funds Broker-Dealer Services, Inc. c/o Signature Financial Group (Cayman), Ltd. Elizabethan Square, 2nd Floor Xxxxxx Town, Grand Cayman, BWI Re: The Premium Portfolios - Placement Agency Agreement Ladies and Gentlemen: This letter serves as notice that Growth & Income Portfolio (the "Fund") is added to the Exclusive Placement Agreementlist of series of The Premium Portfolios (the "Trust") to which The Landmark Funds Broker-Dealer Services, ESI shall be Exclusive Placement Agent with respect Inc. ("LFBDS") renders services as placement agent pursuant to the following Trusts, effective terms of the Placement Agency Agreement dated as of September 13, 1993 (the date indicated below"Agreement") between the Trust and LFBDS. Please sign below to acknowledge your receipt of this notice adding the Fund as beneficiary under the Agreement. THE PREMIUM PORTFOLIOS By: Name of Trust Date BT Investment PortfoliosXxxxxx Xxxxxxxx Title: Liquid Assets Portfolio September 30President Acknowledgment: THE LANDMARK FUNDS BROKER-DEALER SERVICES, 1996 Asset Management Portfolio II September 30, 1996 Asset Management Portfolio III September 30, 1996 Global High Yield Securities PortfolioSeptember 30, 1996 Latin American Equity Portfolio September 30, 1996 Small Cap Portfolio September 30, 1996 Pacific Basin Equity Portfolio September 30, 1996 European Equity Portfolio September 30, 1996 International Bond Portfolio September 30, 1996 100% Treasury Portfolio September 30, 1996 Growth and Income Portfolio September 30, 1996 U.S. Bond Index Portfolio September 30, 1996 Equity 500 Equal Weighted Index Portfolio September 30, 1996 Small Cap Index Portfolio September 30, 1996 EAFE Equity Index Portfolio September 30, 1996 Cash Management Portfolio September 30, 1996 Treasury Money Portfolio September 30, 1996 Tax Free Money Portfolio September 30, 1996 International Equity Portfolio September 30, 1996 13 Utility Portfolio September 30, 1996 Equity 500 Index Portfolio September 30, 1996 Short/Intermediate U.S. Government Securities PortfolioSeptember 30, 1996 Asset Management Portfolio September 30, 1996 Capital Appreciation Portfolio September 30, 1996 Intermediate Tax Free Portfolio September 30, 1996 093096 093096INC. By: Xxxxxx Xxxxxxxx Title: CEO

Concerning Applicable Provisions of Law, etc. 11 This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The laws of the State of New York shall, except to the extent that any applicable provisions of Federal law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. The undersigned officer of each Trust has executed this Agreement not individually, but as President under each Trust's Declaration of Trust, as amended. Pursuant to the Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or investors of the Trust individually, but bind only the trust estate. 11 If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Very truly yours, Xxxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxx, Xx. Vice President, on behalf of the Trusts listed on Exhibit A, attached hereto: Accepted: EDGEWOOD SERVICES, INC.. By:/s/ X. Xxxxxxx Xxxx EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive Placement Agent with respect to the following Trusts, effective as of the date indicated below: Name of Trust Date BT Investment Portfolios: Liquid Assets Portfolio September 30, 1996 Asset Management Portfolio II September 30, 1996 Asset Management Portfolio III September 30, 1996 13 Global High Yield Securities PortfolioSeptember 30, 1996 Latin American Equity Portfolio September 30, 1996 Small Cap Portfolio September 30, 1996 Pacific Basin Equity Portfolio September 30, 1996 European Equity Portfolio September 30, 1996 International Bond Portfolio September 30, 1996 100% Treasury Portfolio September 30, 1996 Growth and Income Portfolio September 30, 1996 U.S. Bond Index Portfolio September 30, 1996 Equity 500 Equal Weighted Index Portfolio September 30, 1996 Small Cap Index Portfolio September 30, 1996 EAFE Equity Index Portfolio September 30, 1996 Cash Management Portfolio September 30, 1996 Treasury Money Portfolio September 30, 1996 Tax Free Money Portfolio September 30, 1996 International Equity Portfolio September 30, 1996 13 Utility Portfolio September 30, 1996 Equity 500 Index Portfolio September 30, 1996 Short/Intermediate U.S. Government Securities PortfolioSeptember 30, 1996 Asset Management Portfolio September 30, 1996 Capital Appreciation Portfolio September 30, 1996 Intermediate Tax Free Portfolio September 30, 1996 093096 093096

Concerning Applicable Provisions of Law, etc. This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The laws of the State of New York shall, except to the extent that any applicable provisions of Federal law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. The undersigned officer of each Trust has executed this Agreement not individually, but as President under each Trust's Declaration of Trust, as amended. Pursuant to the Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or investors of the Trust individually, but bind only the trust estate. 11 If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Very truly yours, Xxxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxx, Xx. 12 Vice President, on behalf of the Trusts listed on Exhibit A, attached hereto: Accepted: EDGEWOOD SERVICES, INC.. By:/s/ X. R. Xxxxxxx Xxxx EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive Placement Agent with respect to the following Trusts, effective as of the date indicated below: Name of Trust Date BT Investment Portfolios: Liquid Assets Portfolio September 30, 1996 Asset Management Portfolio II September 30, 1996 Asset Management Portfolio III September 30, 1996 Global High Yield Securities PortfolioSeptember 30, 1996 Latin American Equity Portfolio September 30, 1996 Small Cap Portfolio September 30, 1996 13 Pacific Basin Equity Portfolio September 30, 1996 European Equity Portfolio September 30, 1996 International Bond Portfolio September 30, 1996 100% Treasury Portfolio September 30, 1996 Growth and Income Portfolio September 30, 1996 U.S. Bond Index Portfolio September 30, 1996 Equity 500 Equal Weighted Index Portfolio September 30, 1996 Small Cap Index Portfolio September 30, 1996 EAFE Equity Index Portfolio September 30, 1996 Cash Management Portfolio September 30, 1996 Treasury Money Portfolio September 30, 1996 Tax Free Money Portfolio September 30, 1996 International Equity Portfolio September 30, 1996 13 Utility Portfolio September 30, 1996 Equity 500 Index Portfolio September 30, 1996 Short/Intermediate U.S. Government Securities PortfolioSeptember Portfolio September 30, 1996 Asset Management Portfolio September 30, 1996 Capital Appreciation Portfolio September 30, 1996 Intermediate Tax Free Portfolio September 30, 1996 093096 0930961996