Common use of Duties of the Adviser Clause in Contracts

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 29, 1997, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 18, 1995, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 6, 1995, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust's investments. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing or series thereof that invests substantially all of its assets in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's ’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's ’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust’s investments. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's ’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored procedures adopted by the Adviser or its affiliates or shares Board of any other investment company investing in Trustees of the Trust.

Duties of the Adviser. (a) The Trust Corporation hereby employs the Adviser to act as the investment adviser for to the Corporation and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsCorporation, subject to the supervision of the Trustees board of directors of the TrustCorporation (the “Board of Directors”), for the period and on upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to (i) determine the Trust the advice and assistance composition of the Adviser's organization in portfolio of the choice Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and in monitor the purchase Corporation’s investments; (iv) determine the securities and sale of securities other assets that the Corporation will purchase, retain or sell; and (v) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the Trust and to furnish for the use investment of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activitiesfunds. The Adviser shall for all purposes herein be deemed to be an independent contractor have the power and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent on behalf of the Trust. The Adviser shall provide the Trust with such Corporation to effectuate its investment management and supervision as the Trust may from time to time consider necessary decisions for the proper supervision Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the TrustCorporation. As investment adviser In the event that the Corporation determines to the Trustacquire debt financing or to refinance existing debt financing, the Adviser shall furnish continuously an investment program arrange for such financing on the Corporation’s behalf, subject to the oversight and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion approval of the Trust's assets shall be held uninvested, subject always Board of Directors. If it is necessary for the Adviser to the applicable restrictions make investments on behalf of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writingCorporation through a subsidiary or special purpose vehicle, the Adviser shall be bound by such determination have authority to create or arrange for the period, if any, specified creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly accordance with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustInvestment Company Act.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment The Adviser shall act as adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 24, 1996, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 15, 1995, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amendedTrust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares affiliates. The Adviser shall not be responsible for providing certain special administrative services to the Trust under this Agreement. Eaton Vance Management, in its capacxxx xx Xxxxxistrator of any other investment company investing in the Trust, shall be responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amendedTrust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also 2 provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares affiliates. The Adviser shall not be responsible for providing certain special administrative services to the Trust under this Agreement. Eatox Xxxxx Xxxagement, in its capacity as Administrator of any other investment company investing in the Trust, shall be responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund’s investments. As investment adviser to the TrustFund, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored procedures adopted by the Adviser or its affiliates or shares Board of any other investment company investing in Trustees of the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to shall manage the investment and reinvestment affairs of the assets Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with investment management, including investment research, advice and supervision, determining which securities shall be purchased or sold by each Portfolio of the Trust and to administer its affairs, making purchases and sales of securities on behalf of each Portfolio. The Adviser's management shall be subject to the supervision control of the Trustees of the TrustTrust (the "Trustees") and in accordance with the objectives, policies and restrictions for the period and on the terms each such Portfolio set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management 's Registration Statement and supervision its current Prospectus and Statement of Additional Information, as the Trust may amended from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trusttime, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed requirements of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time amended (the "Act") and other applicable law, as well as to time the factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the "Code") and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. Should In performing such duties, the Adviser shall (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies; (iv) together with the assistance of affiliates, (a) evaluate the subadviser, if any, and advise the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify subadviser(s) which the Adviser thereof in writingbelieves is/are best suited to invest the assets of each Portfolio, (b) monitor and evaluate the Adviser investment performance of each subadviser employed by the Trust, (c) allocate the portion of each Portfolios' assets to be managed by each subadviser; and (d) shall be bound by such determination for recommend changes of or the period, if any, specified in such notice or until similarly notified that such determination has been revokedaddition of subadvisers when appropriate. The Adviser shall takemay delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, on behalf subject to the approval of the TrustTrustees as required by the Act. The Adviser may, all actions which as it deems necessary or desirable appropriate from time to implement the investment policies time, (i) terminate a subadvisory arrangement with respect to a Portfolio, or a component of the Trust. The Adviser shall place all orders assets thereof, and engage a new subadviser for such Portfolio, or component thereof, or (ii) amend the purchase agreement between itself and a subadviser, without obtaining shareholder approval in either case; provided, however, that any such new subadvisory arrangement or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected amendment to an existing arrangement be approved by the Adviser, and to that end Trustees in the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers manner required by either Act or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) order of the Securities and Exchange Act of 1934) to Commission exempting the Adviser and the Trust from the provisions of Section 15(a) of the Act relating to the engagement of subadvisers for the Portfolios. The Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission solely responsible for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection payment of any broker fees or dealer with whom purchase or sale orders may be placed, other charges to a subadviser arising from such delegation and the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustTrust shall have no liability therefor.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 24, 1996, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust Fund the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund's investments. As investment adviser to the TrustFund, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the TrustFund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of the Fund or any other series of the Trust, or any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustaffiliates.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the TrustFund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of the Fund, or any other series of the Trust, or of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustaffiliates.

Duties of the Adviser. a) The Trust Company hereby employs the Adviser to act as the investment adviser for to the Company and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsCompany, subject to the supervision of the Trustees Board of Directors of the TrustCompany (the “Board”), for the period and on upon the terms herein set forth, (x) in accordance with the investment objective, policies and restrictions that are set forth in this Agreement. The Adviser hereby accepts such employmentthe Company’s registration statement on Form N-2 (as amended from time to time, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”); (y) in accordance with all other applicable federal and state laws, rules and regulations, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein Company’s charter as may be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may amended from time to time consider necessary (the “Charter”) and by-laws as the same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition and allocation of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (iii) execute, close, service and monitor the Company’s investments; (iv) determine the securities, loans and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities, loans or currencies (or derivative contracts relating thereto), which for the proper avoidance of doubt may include notes and other evidences of indebtedness (whether or not such investment are securities as defined under the Securities Act); (vi) perform due diligence on prospective portfolio companies; and (vii) provide the Company with such other investment advisory, research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Trust. As investment adviser to the TrustBoard, the Adviser shall furnish continuously an investment program have the power and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion authority on behalf of the Trust's assets shall be held uninvestedCompany to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject always to the applicable restrictions oversight and approval of the Declaration of Trust, By-Laws and registration statement Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writingthrough a special purpose vehicle, the Adviser shall be bound by such determination have authority to create or arrange for the period, if any, specified creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly accordance with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustInvestment Company Act).

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the TrustFund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of the Fund, or any other series of the Trust, or of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustaffiliates.

Duties of the Adviser. (a) The Trust Company hereby employs the Adviser to act as the investment adviser for to the Company and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsCompany, subject to the supervision of the Trustees Board of Directors of the TrustCompany, for the period and on upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s Annual Reports on Form 10-K, filed with the Securities and Exchange Commission from year to year, pursuant to Section 13 of the Securities and Exchange Act of 1934 and (ii) during the term of this Agreement in accordance with all applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to (i) determine the Trust the advice and assistance composition of the Adviser's organization in portfolio of the choice Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and in monitor the purchase Company’s investments; (iv) determine the real property, securities and sale of securities other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the Trust and to furnish for the use investment of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activitiesfunds. The Adviser shall for all purposes herein be deemed to be an independent contractor have the discretion, power and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent on behalf of the TrustCompany to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. The In the event that the Company determines to acquire debt financing, the Adviser shall provide will arrange for such financing on the Trust with such investment management Company’s behalf, subject to the oversight and supervision as approval of the Trust may from time to time consider Company’s Board of Directors. If it is necessary for the proper supervision Adviser to make investments on behalf of the Trust. As investment adviser to the TrustCompany through a special purpose vehicle, the Adviser shall furnish continuously an investment program and shall determine from time have authority to time what securities and other investments shall be acquired, disposed of create or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy arrange for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by creation of such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, special purpose vehicle and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of make such brokers or dealers and the placing of investments through such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustspecial purpose vehicle.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsFund, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's ’s organization in the choice of investments and investments, in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs Fund and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's ’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund’s investments. As investment adviser to the TrustFund, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored procedures adopted by the Adviser or its affiliates or shares Board of any other investment company investing in Trustees of the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment The Adviser shall act as adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 24, 1996, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 1940, all as amended, and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information, as amended or supplemented from time to time amendedtime. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940, as amended. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amendedTrust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which that it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and and, to that end end, the Adviser is authorized authorized, as the agent of the Trust Trust, to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek to execute security transactions at prices which are advantageous procedures adopted by the Board of Trustees of the Trust. The Adviser shall not be responsible for providing certain special administrative services to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission ratesunder this Agreement. In selecting brokers or dealers qualified to execute a particular transactionXxxxx Xxxxx Management, brokers or dealers may be selected who also provide brokerage and research services (in its capacity as those terms are defined in Section 28(e) Administrator of the Securities Exchange Act of 1934) Trust, shall be responsible for providing such services to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and assets, to administer its affairs, hire (subject to the supervision approval of the Trust's Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the U.S. Securities and Exchange Commission (the "SEC"), or by rule or regulation, a majority of the outstanding voting securities of any affected Fund(s)) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of any Funds of the Trust, for and to continuously review, supervise and (where appropriate) administer the period investment program of the Funds, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Trust's administrator (the "Administrator") and on the terms set forth in Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Administrator and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser hereby accepts such employment, and undertakes to afford shall discharge the foregoing responsibilities subject to the Trust the advice and assistance control of the Adviser's organization in the choice Board of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments Trustees of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust compliance with such investment management and supervision policies as the Trust Trustees may from time to time consider necessary establish, and in compliance with the objectives, policies, and limitations for the proper supervision of each such Fund set forth in the Trust. As investment adviser to the Trust's prospectus and statement of additional information, the Adviser shall furnish continuously an investment program and shall determine as amended from time to time what securities (referred to collectively as the "Prospectus"), and other investments shall be acquired, disposed of or exchanged applicable laws and what portion of regulations. The Trust will furnish the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as Adviser from time to time amendedwith copies of all amendments or supplements to the Prospectus, if any. Should The Adviser accepts such employment and agrees, at its own expense, to render the Trustees of services and to provide the Trust at office space, furnishings and equipment and the personnel (including any timesub-advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, make any specific determination as to investment policy pay for the Trust cost of securities, commodities, and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the periodother investments (including brokerage commissions and other transaction charges, if any, specified in such notice ) purchased or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders sold for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 6, 1995, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved by a majority of the Trustees of the Trust who are not "interested persons" of the Trust, the Adviser or the sub-adviser and by "vote of a majority of the outstanding voting securities" of the Fund. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to shall manage the investment and reinvestment affairs of the assets Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with investment management, including investment research, advice and supervision, determining which securities shall be purchased or sold by each Portfolio of the Trust and to administer its affairs, making purchases and sales of securities on behalf of each Portfolio. The Adviser's management shall be subject to the supervision control of the Trustees of the TrustTrust (the "Trustees") and in accordance with the objectives, policies and restrictions for the period and on the terms each such Portfolio set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management 's Registration Statement and supervision its current Prospectus and Statement of Additional Information, as the Trust may amended from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trusttime, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed requirements of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time amended (the "Act") and other applicable law, as well as to time the factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the "Code") and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. Should In performing such duties, the Adviser shall (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), and (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies. With respect to the Cash Management Portfolio, the Adviser hereby accepts the responsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust at any timeand which are delegable by the Trustees pursuant to paragraph (e) of such Rule, however, make any specific determination as to investment policy for the Trust and notify extent that the Adviser thereof in writing, Trustees may hereinafter delegate such responsibilities to the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revokedAdviser. The Adviser shall takemay delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, on behalf subject to the approval of the TrustTrustees and a Portfolio's shareholders, all actions which it deems necessary or desirable to implement as required by the investment policies of the TrustAct. The Adviser shall place all orders is solely responsible for the purchase payment of any fees or sale of portfolio securities for the account of other charges to a subadviser arising from such delegation and the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustno liability therefor.

Duties of the Adviser. The Trust Company hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairseach Fund, subject to the supervision of the Trustees Directors of the TrustCompany, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust Company the advice and assistance of the Adviser's ’s organization in the choice of investments and in the purchase and sale of securities for the Trust each Fund and to furnish for the use of the Trust Company office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs Company and to pay the salaries and fees of all officers and Trustees Directors of the Trust Company who are members of the Adviser's ’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust Company in any way or otherwise be deemed an agent of the TrustCompany. The Adviser shall provide the Trust Company with such investment management and supervision as the Trust Company may from time to time consider necessary for the proper supervision of the Trusteach Fund. As investment adviser to the TrustCompany, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's each Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration Articles of TrustIncorporation, By-Laws and registration statement the Company’s Registration Statement for each Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of the Trust under 1933, as amended (“1933 Act”), and the Investment Company Act of 19401940 and the rules thereunder (the “1940 Act”) (the “Registration Statement”), all as from time to time amended. To the extent provided in the Registration Statement, the Adviser’s investment research and decision making will be guided by its responsible investment principles, as amended from time to time with approval of the Board of Directors of the Company (the “Board”). The Adviser is authorized, in its discretion and without prior consultation with the Company, to buy, sell, and otherwise trade in any and all types of securities, derivatives and investment instruments on behalf of each Fund in accordance with the investment objectives and policies disclosed in such Fund’s Registration Statement. Should the Trustees Directors of the Trust Company at any time, however, make any specific determination as to investment policy for the Trust a Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustCompany, all actions which it deems necessary or desirable to implement the investment policies of the TrustCompany and of each Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust a Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Funds to give instructions to the custodian of the Trust a Fund as to deliveries of securities and payment payments of cash for the account of the Trustthat Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek procedures adopted by the Board and conform with federal securities laws. Notwithstanding the foregoing, under this Agreement the Adviser shall not be deemed to execute security transactions at prices which are advantageous to have assumed any duties with respect to, and shall not be responsible for, the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) distribution of shares of the Securities Exchange Act of 1934) to Funds, nor shall the Adviser and the Adviser is expressly authorized be deemed to pay have assumed or have any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have responsibility with respect to accounts over which they exercise investment discretionfunctions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Company or the Funds. Subject to the requirement set forth in the second sentence of this paragraph, the The Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or and/or its affiliates or shares of may provide any other investment company investing in the Trustsuch aforementioned services under a separate agreement and be separately compensated therefore.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 21, 1994, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amendedTrust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which that it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which that are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser Adviser, and the Adviser is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which that the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares affiliates. The Adviser shall not be responsible for providing certain special administrative services to the Trust under this Agreement. Xxxxx Xxxxx Management, in its capacity as Administrator of any other investment company investing in the Trust, shall be responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust Company hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairseach Fund, subject to the supervision of the Trustees Directors of the TrustCompany, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust Company the advice and assistance of the Adviser's ’s organization in the choice of investments and in the purchase and sale of securities for the Trust each Fund and to furnish for the use of the Trust Company office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs Company and to pay the salaries and fees of all officers and Trustees Directors of the Trust Company who are members of the Adviser's ’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust Company in any way or otherwise be deemed an agent of the TrustCompany. The Adviser shall provide the Trust Company with such investment management and supervision as the Trust Company may from time to time consider necessary for the proper supervision of the Trusteach Fund. As investment adviser to the TrustCompany, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's each Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration Articles of TrustIncorporation, By-Laws and registration statement the Company’s Registration Statement for each Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of the Trust under 1933, as amended (“1933 Act”), and the Investment Company Act of 19401940 and the rules thereunder (the “1940 Act”) (the “Registration Statement”), all as from time to time amended. To the extent provided in the Registration Statement, the Adviser’s investment research and decision making will be guided by its responsible investment principles, as amended from time to time with approval of the Board of Directors of the Company (the “Board”). The Adviser is authorized, in its discretion and without prior consultation with the Company, to buy, sell, and otherwise trade in any and all types of securities, derivatives and investment instruments on behalf of each Fund in accordance with the investment objectives and policies disclosed in such Fund’s Registration Statement. Should the Trustees Directors of the Trust Company at any time, however, make any specific determination as to investment policy for the Trust a Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustCompany, all actions which it deems necessary or desirable to implement the investment policies of the TrustCompany and of each Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the account of the Trust a Fund either directly with the issuer or with brokers brokers, dealers, futures commission merchants, or dealers other market participants selected by the Adviser, and and, to that end end, the Adviser is authorized authorized, as the agent of the Trust each Fund, to give instructions to the custodian of the Trust a Fund as to deliveries of securities investments and payment payments of cash for the account of the Trusteach Fund. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which that are advantageous to the Trust a Fund and (when a disclosed commission is being charged) at reasonably competitive commission ratesrates that are reasonable in relation to the benefits received. In Subject to the policies and procedures adopted by the Board, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to cause a Fund to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other accounts over which they exercise investment discretion. Subject Notwithstanding the foregoing, under this Agreement the Adviser shall not be deemed to the requirement set forth in the second sentence of this paragraphhave assumed any duties with respect to, and shall not be responsible for, the Adviser is authorized to consider, as a factor in the selection distribution of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Funds, nor shall the Adviser be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Company or the Funds. The Adviser and/or its affiliates or shares of may provide any other investment company investing in the Trustsuch aforementioned services under a separate agreement and be separately compensated therefore.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's ’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's ’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust’s investments. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's ’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is further authorized to establish one or more wholly-owned offshore subsidiaries of the Trust through which it may conduct a significant portion of its commodities investing activities. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored procedures adopted by the Adviser or its affiliates or shares Board of any other investment company investing in Trustees of the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment The Adviser shall act as adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 24, 1996, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 1940, all as amended, and the Rules, Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information, as amended or supplemented from time to time amendedtime. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940, as amended. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amendedTrust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which that it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and and, to that end end, the Adviser is authorized authorized, as the agent of the Trust Trust, to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which that are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser Adviser, and the Adviser is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which that the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares affiliates. The Adviser shall not be responsible for providing certain special administrative services to the Trust under this Agreement. Xxxxx Xxxxx Management, in its capacity as Administrator of any other investment company investing in the Trust, shall be responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment The Adviser shall act as adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust of the Trust, dated September 13, 1990, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information, as amended or supplemented from time to time amendedtime. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment The Adviser shall act as adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust of the Trust, dated September 13, 1990, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information, as amended or supplemented from time to time amendedtime. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved by a majority of the Trustees of the Trust who are not "interested persons" of the Trust, the Adviser or the sub-adviser and by "vote of a majority of the outstanding voting securities" of the Fund. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amendedTrust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which that it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which that are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser Adviser, and the Adviser is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which that the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares affiliates. The Adviser shall not be responsible for providing certain special administrative services to the Trust under this Agreement. Eaton Vance Management, in its capacity as Administrator of any other investment company investing in the Trusx, xxxxx xx responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Amended and Restated Declaration of Trust of the Trust, dated February 3, 1995, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement "By-Laws"), to the provisions of the Trust under the Investment Company Act of 1940, all as from time amended, and the Rules, Regulations and orders thereunder, and to time amendedthe Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at most reasonable price by responsible brokerage firms of reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the an amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsFund, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. Agreement The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's ’s organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs Fund and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's ’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund’s investments. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, derivatives, commodities, and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored procedures adopted by the Adviser or its affiliates or shares Board of any other investment company investing in Trustees of the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision with respect to the Portfolio as the Trust Fund may from time to time consider necessary for the proper supervision of the TrustPortfolio's assets. As investment The Adviser shall act as adviser to the Trust, Fund with respect to the Adviser Portfolio and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Portfolio shall be held uninvested, subject always to the applicable restrictions of the Declaration Fund's Articles of TrustIncorporation and Bylaws, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as amended from time to time amendedtime, to the provisions of the 1940 Act and to the Fund's then current Prospectus with respect to the Portfolio. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities held by the Portfolio shall be exercised. Should the Trustees Directors of the Trust Fund at any time, however, make any specific definite determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustFund with respect to the Portfolio, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase purchase, sale or sale exchange of portfolio securities for the Fund's account of the Trust either directly with the issuer brokers, dealers or with brokers or dealers bankers selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust Fund with respect to the Portfolio to give instructions to the custodian of the Trust Portfolio (the "Custodian") or to any sub-custodian of the Portfolio as to deliveries of securities and payment payments of cash for the account of the TrustFund with respect to the Portfolio. In connection with the selection of such brokers brokers, dealers or dealers bankers and the placing of such orders, the Adviser shall use its best efforts is directed at all times to seek to execute security transactions at obtain for the Portfolio the most favorable prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Portfolio to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines or any sub-adviser employed by the Adviser determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Portfolio and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored procedures adopted by the Adviser or its affiliates or shares Board of any other investment company investing in Trustees of the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amendedTrust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which that it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which that are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser Adviser, and the Adviser is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which that the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares affiliates. The Adviser shall not be responsible for providing certain special administrative services to the Trust under this Agreement. Eaton Vance Management, in its capacity as Administrator of any other investment company investing in the Trust, xxxxx xx xesponsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. (a) The Trust Company hereby employs the Adviser to act as the investment adviser for to the Company and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsCompany, subject to the supervision of the Trustees Board of Directors of the TrustCompany (the “Board”), for the period and on upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in this Agreementthe Company’s registration statement on Form N-2 (File No. The Adviser hereby accepts such employment333-148734) initially filed on January 18, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision 2008 (as the Trust may same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time consider necessary to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the proper investment of its funds. Subject to the supervision of the Trust. As investment adviser to the TrustBoard, the Adviser shall furnish continuously an investment program have the power and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion authority on behalf of the Trust's assets shall be held uninvestedCompany to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject always to the applicable restrictions oversight and approval of the Declaration of Trust, By-Laws and registration statement Board. If it is necessary for the Adviser to make investments on behalf of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writingthrough a special purpose vehicle, the Adviser shall be bound by such determination have authority to create or arrange for the period, if any, specified creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly accordance with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustInvestment Company Act).

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairseach Fund, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's ’s organization in the choice of investments and in the purchase and sale of securities for the Trust each Fund and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's ’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trusteach Fund. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's each Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement the Trust’s Registration Statement for each Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of the Trust under 1933, as amended (“1933 Act”), and the Investment Company Act of 19401940 and the rules thereunder (the “1940 Act”) (the “Registration Statement”), all as from time to time amended. To the extent provided in the Registration Statement, the Adviser’s investment research and decision making will be guided by its responsible investment principles, as amended from time to time with approval of the Board of Trustees of the Trust (the “Board”). The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, derivatives and investment instruments on behalf of each Fund in accordance with the investment objectives and policies disclosed in such Fund’s Registration Statement. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust a Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of each Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the account of the Trust a Fund either directly with the issuer or with brokers brokers, dealers, futures commission merchants, or dealers other market participants selected by the Adviser, and and, to that end end, the Adviser is authorized authorized, as the agent of the Trust each Fund, to give instructions to the custodian of the Trust a Fund as to deliveries of securities investments and payment payments of cash for the account of the Trusteach Fund. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which that are advantageous to the Trust a Fund and (when a disclosed commission is being charged) at reasonably competitive commission ratesrates that are reasonable in relation to the benefits received. In Subject to the policies and procedures adopted by the Board, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to cause a Fund to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other accounts over which they exercise investment discretion. Subject Notwithstanding the foregoing, under this Agreement the Adviser shall not be deemed to the requirement set forth in the second sentence of this paragraphhave assumed any duties with respect to, and shall not be responsible for, the Adviser is authorized to consider, as a factor in the selection distribution of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Funds, nor shall the Adviser be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Funds. The Adviser and/or its affiliates or shares of may provide any other investment company investing in the Trustsuch aforementioned services under a separate agreement and be separately compensated therefore.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trustees of the Trust may from time to time consider necessary for the proper supervision of the TrustFund's assets. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust of the Trust, dated February 15, 1985, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Trust's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers dealer selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek for the Fund the placing of such orders, the Adviser is directed to execute security transactions seek for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisors with such terms and conditions as the Adviser may determine provided that such sub-investment advisory agreements have been approved by a majority of the Trustees of the Trust who are not "interested persons" of the Trust, or the Adviser or the Sub-Adviser and by "vote of a majority of the outstanding voting securities" of the Fund. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 5, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-advisor or for any loss arising out of any investment made by any sub-advisor or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-advisor.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision management of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Declaration of Trust, dated February 15, 1985 and By-Laws and registration statement of the Trust under the Investment Company Act of 1940Laws, all each as amended from time to time amended(respectively, the "Declaration" and the "By-Laws"), to the provisions of the 1940 Act and the rules and regulations thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer brokers, dealers or with brokers or dealers other entities selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers brokers, dealers or dealers other entities and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most favorable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any broker a broker, dealer or dealer who provides such brokerage and research services a other entity an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker broker, dealer or dealer other entity would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended) provided by such broker broker, dealer or dealerother entity, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into investment sub-advisory agreements with one or more investment advisers (a "Sub-Adviser") to the Fund to perform some or all of the services for which the Adviser is responsible pursuant to this Article 1 upon such terms and conditions as the Adviser may determine provided that such investment sub-advisory agreements have been approved by a majority of the Trustees of the Trust who are not interested persons of the Trust, the Adviser or the Sub-Adviser and by vote of a majority of the outstanding voting securities of the Fund. The Adviser may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any Sub-Adviser or for any loss arising out of any investment made by any Sub-Adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustSub-Adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairseach Fund, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's ’s organization in the choice of investments and in the purchase and sale of securities for the Trust each Fund and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's ’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trusteach Fund. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's each Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement the Trust’s Registration Statement for each Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of the Trust under 1933, as amended (“1933 Act”), and the Investment Company Act of 19401940 and the rules thereunder (the “1940 Act”) (the “Registration Statement”), all as from time to time amended. To the extent provided in the Registration Statement, the Adviser’s investment research and decision making will be guided by its responsible investment principles, as amended from time to time with approval of the Board of Trustees of the Trust (the “Board”). The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, derivatives and investment instruments on behalf of each Fund in accordance with the investment objectives and policies disclosed in such Fund’s Registration Statement. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust a Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of each Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust a Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Funds to give instructions to the custodian of the Trust a Fund as to deliveries of securities and payment payments of cash for the account of the Trustthat Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek procedures adopted by the Board and conform with federal securities laws. Notwithstanding the foregoing, under this Agreement the Adviser shall not be deemed to execute security transactions at prices which are advantageous to have assumed any duties with respect to, and shall not be responsible for, the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) distribution of shares of the Securities Exchange Act of 1934) to Funds, nor shall the Adviser and the Adviser is expressly authorized be deemed to pay have assumed or have any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have responsibility with respect to accounts over which they exercise investment discretionfunctions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Funds. Subject to the requirement set forth in the second sentence of this paragraph, the The Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or and/or its affiliates or shares of may provide any other investment company investing in the Trustsuch aforementioned services under a separate agreement and be separately compensated therefore.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated December 14, 1994, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Each Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and Funds and, except as otherwise provided in an administration agreement, to administer its the Trust's affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this AgreementContract. The Adviser hereby accepts such employment, and undertakes to afford to the each Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust each Fund and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Funds and for administering its the Trust's affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members employees of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the any Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the each Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser to the TrustFunds, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trusteach Fund's assets shall be held uninvested, subject always to the applicable restrictions of the Trust's Declaration of Trust, By-Laws and registration statement under the Securities Act of the Trust under 1933 and the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, but subject to each Fund's investment objective, policies and restrictions, to buy, sell, lend and otherwise trade in any stocks, bonds, options and other securities and investment instruments on behalf of the Funds, to purchase, write or sell options on securities, futures contracts or indices on behalf of the Funds, to enter into commodities contracts on behalf of the Funds, including contracts for the future delivery of securities or currency and futures contracts on securities or other indices, and to execute any and all agreements and instruments and to do any and all things incidental thereto in connection with the management of the Funds. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Funds and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustFunds, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of each Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or a Fund with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of a Fund or the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which are advantageous to the Trust Funds and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services and products (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser. The Adviser is expressly authorized to cause the Funds to pay any broker or dealer who provides such brokerage and research services service and products a commission for executing a security transaction which is in excess of exceeds the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one the applicable Fund or more Trust or of other investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustAdviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, shall at all times be subject to the supervision applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust and shall conform to the investment objectives, policies and restrictions of the Trust as set forth in such documents and as interpreted from time to time by the Board of Trustees of the Trust. Within the framework of the investment objectives, policies and restrictions of the Trust the Adviser shall have the sole and exclusive responsibility for the period management of the Trust’s several Funds and on the terms making and execution of all investment decisions for the Trust and those Funds which the Adviser manages directly. In carrying out its obligations to manage the investments and reinvestments of the assets of the Funds of the Trust, the Adviser shall: (1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Trust’s Funds or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for each Fund consistent with the investment objective and related investment policies for each such Fund as set forth in this Agreement. The Adviser hereby accepts the Trust’s registration statement, as amended; and (3) take such employment, and undertakes steps as are necessary to afford to implement the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the aforementioned investment programs by purchase and sale of securities including the placing of orders for such purchases and sales. The Adviser shall report to the Board of Trustees of the Trust regularly at such times and in such detail as the Board may from time to time determine to be appropriate in order to permit the Board to determine the adherence of the Adviser to the investment objectives, policies and restrictions of the Trust and to of each of its Funds. The Adviser shall, at its own expense, furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activitiesTrust. The Adviser shall arrange for all purposes herein be deemed officers or employees of the Adviser to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent serve without compensation from the Trust in any way as trustees, officers or otherwise be deemed an agent employees of the Trust if duly elected or appointed to such positions by the shareholders, trustees or officers of the Trust. The Adviser shall provide maintain all records necessary in the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement operation of the Trust under the Investment Company Act of 1940, all as from time including records pertaining to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust its shareholders and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revokedinvestments. The Adviser shall take, on behalf hereby acknowledges that all such records are the property of the Trust, all actions which it deems necessary and in the event that a transfer of management or desirable investment advisory services to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end someone other than the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such ordersshould ever occur, the Adviser shall use will promptly and at its best efforts own cost, take all steps necessary to seek segregate such records and deliver them to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 18, 1995 and By-Laws and registration statement of the Trust under the Investment Company Act of 1940Laws, all each as amended from time to time amended(respectively, the "Declaration" and the "By-Laws"), to the provisions of the 1940 Act and the rules and regulations thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. Should the Trustees of the Trust at any time, however, make any specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer brokers, dealers or with brokers or dealers other entities selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers brokers, dealers or dealers other entities and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most favorable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any broker a broker, dealer or dealer who provides such brokerage and research services a other entity an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker broker, dealer or dealer other entity would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services ( within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended) provided by such broker broker, dealer or dealerother entity, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into investment sub-advisory agreements with one or more investment advisers (a "Sub-Adviser") to the Fund to perform some or all of the services for which the Adviser is responsible pursuant to this Article 1 upon such terms and conditions as the Adviser may determine provided that such investment sub-advisory agreements have been approved by a majority of the Trustees of the Trust who are not interested persons of the Trust, the Adviser or the Sub-Adviser and by vote of a majority of the outstanding voting securities of the Fund. The Adviser may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any Sub-Adviser or for any loss arising out of any investment made by any Sub-Adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustSub-Adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to shall manage the investment and reinvestment affairs of the assets Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with investment management, including investment research, advice and supervision, determining which securities shall be purchased or sold by each Portfolio of the Trust and to administer its affairs, making purchases and sales of securities on behalf of each Portfolio. The Adviser's management shall be subject to the supervision control of the Trustees of the TrustTrust (the "Trustees") and in accordance with the objectives, policies and restrictions for the period and on the terms each such Portfolio set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management 's Registration Statement and supervision its current Prospectus and Statement of Additional Information, as the Trust may amended from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trusttime, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed requirements of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time amended (the "Act") and other applicable law, as well as to time the factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the "Code") and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. Should In performing such duties, the Adviser shall (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies; (iv) together with the assistance of affiliates, (a) evaluate the subadviser, if any, and advise the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify subadviser(s) which the Adviser thereof in writingbelieves is/are best suited to invest the assets of each Portfolio, (b) monitor and evaluate the Adviser investment performance of each subadviser employed by the Trust, (c) allocate the portion of each Portfolios' assets to be managed by each subadviser; and (d) shall be bound by such determination for recommend changes of or the period, if any, specified in such notice or until similarly notified that such determination has been revokedaddition of subadvisers when appropriate. The Adviser shall takemay delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, on behalf subject to the approval of the TrustTrustees as required by the Act. The Adviser may, all actions which as it deems necessary or desirable appropriate from time to implement the investment policies time, (i) terminate a subadvisory arrangement with respect to a Portfolio, or a component of the Trust. The Adviser shall place all orders assets thereof, and engage a new subadviser for such Portfolio, or component thereof, or (ii) amend the purchase agreement between itself and a subadviser, without obtaining shareholder approval in either case; PROVIDED, HOWEVER, that any such new subadvisory arrangement or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected amendment to an existing arrangement be approved by the Adviser, and to that end Trustees in the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers manner required by either Act or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) order of the Securities and Exchange Act of 1934) to Commission exempting the Adviser and the Trust from the provisions of Section 15(a) of the Act relating to the engagement of subadvisers for the Portfolios. The Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission solely responsible for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection payment of any broker fees or dealer with whom purchase or sale orders may be placed, other charges to a subadviser arising from such delegation and the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustTrust shall have no liability therefor.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision management of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Declaration of Trust, dated November 7, 1984, and By-Laws Laws, as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), and to the provisions of the Trust under the Investment Company Act of 1940. The Adviser shall also make recommendations as to the manner in which voting rights, all as from time rights to time amendedconsent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most favorable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and and, except as otherwise provided in an administration agreement, to administer its the Trust's affairs, subject to the supervision of the Trustees of the Trust's Trustees, for the period and on the terms set forth in this AgreementContract. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust each Portfolio and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Portfolios and for administering its the Trust's affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trustits Portfolios. As investment adviser to the TrustPortfolios, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trusteach Portfolio's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, but subject to each Portfolio's investment objective, policies and restrictions, to buy, sell, lend and otherwise trade in any stocks, bonds, options and other securities and investment instruments on behalf of the Portfolios, to purchase, write or sell options on securities, futures contracts or indices on behalf of the Portfolios, to enter into commodities contracts on behalf of the Portfolios, including contracts for the future delivery of securities or currency and futures contracts on securities or other indices, and to execute any and all agreements and instruments and to do any and all things incidental thereto in connection with the management of the Portfolios. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Portfolios and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustPortfolios, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of each Portfolio. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or a Portfolio with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Portfolio to give instructions to the custodian of the Trust Portfolio as to deliveries of securities and payment payments of cash for the account of a Portfolio or the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which are advantageous to the Trust Portfolios and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services and products (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser. The Adviser is expressly authorized to cause the Portfolios to pay any broker or dealer who provides such brokerage and research services service and products a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one the Portfolio or more the Trust or of other investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustAdviser.

Duties of the Adviser. (a) The Trust Company hereby employs the Adviser to act as the investment adviser for to the Company and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsCompany, subject to the supervision of the Trustees Board of Directors of the TrustCompany (the “Board”), for the period and on upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in this Agreementthe Company’s registration statement on Form 10 (File No. The Adviser hereby accepts such employment000-54245) initially filed on January 14, 2011 (and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may same shall be amended from time to time, the “Registration Statement”), and prior to the filing of the Company’s Registration Statement, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s private placement memorandum dated April 2011; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time consider necessary to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the proper avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vii) provide the Company with such other investment advisory, research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Trust. As investment adviser to the TrustBoard, the Adviser shall furnish continuously an investment program have the power and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion authority on behalf of the Trust's assets shall be held uninvestedCompany to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject always to the applicable restrictions oversight and approval of the Declaration of Trust, By-Laws and registration statement Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writingthrough a special purpose vehicle, the Adviser shall be bound by such determination have authority to create or arrange for the period, if any, specified creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly accordance with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustInvestment Company Act).

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust Fund and to administer its affairs, subject to the supervision of the Board of Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to Fund. The Adviser shall pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and of all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the TrustFund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, lend and otherwise trade in any and all types of securities, commodities and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers or other persons selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers or other persons and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust Fund and at reasonably competitive spreads or (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser Adviser, and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of the Fund, or any one other series of the Trust, or more of other investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustAdviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsFund, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's ’s organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs Fund and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's ’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, derivatives, commodities and investment instruments on behalf of the Fund. Should the Trustees of the Trust Fund at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek to execute security transactions at prices which are advantageous to procedures adopted by the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) Board of Trustees of the Securities Exchange Act Trust. Notwithstanding the foregoing, Xxxxx Xxxxx shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess shares of the amount of commission another broker Fund, nor shall the Xxxxx Xxxxx be deemed to have assumed or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have any responsibility with respect to accounts over which they exercise investment discretion. Subject to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the requirement set forth in Trust or the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustFund.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsTrust, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust's investments. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers or banks or firms or other persons selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers or banks or firms or other persons and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing or series thereof that invests substantially all of its assets in the Trust. The Adviser shall not be responsible for providing certain special administrative services to the Trust under this Agreement. Xxxxx Xxxxx Management, in its capacity as Administrator of the Trust, shall be responsible for providing such services to the Trust under the Trust's separate Administration Agreement with the Administrator.

Duties of the Adviser. (a) The Trust Company hereby employs retains the Adviser to act as the investment adviser for to the Company and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsCompany, subject to the supervision of the Board of Trustees of the TrustCompany (the “Board”), for the period and on upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly Company’s filings made with the issuer or with brokers or dealers selected by U.S. Securities and Exchange Commission (the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged“SEC”) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Investment Company Act, and in the Company’s reports to its shareholders (as the same shall be amended from time to time); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s declaration of trust and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act and the applicable rules and regulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the Adviser provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the Adviser is expressly authorized to pay any broker or dealer who provides manner of implementing such brokerage changes; (ii) identify, evaluate and research services a commission for executing a security transaction which is in excess negotiate the structure of the amount investments made by the Company; (iii) monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) assist the Board with its valuation of commission another broker or dealer would have charged for effecting that transaction the Company’s assets, including, if so designated by the Board, performing fair value determinations of the Company’s assets as the Board’s valuation designee; (vii) direct investment professionals of the Adviser determines in good faith that such amount of commission is reasonable in relation to the value provide managerial assistance to portfolio companies of the brokerage Company as requested by the Company, from time to time and (viii) provide the Company with such other investment advisory, research and related services provided by such broker or dealeras the Company may, viewed in terms from time to time, reasonably require for the investment of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretionfunds. Subject to the requirement set forth in supervision of the second sentence of this paragraphBoard, the Adviser is authorized shall have the power and authority on behalf of the Company to considereffectuate its investment decisions for the Company, as a factor in including the selection execution and delivery of any broker or dealer with whom all documents relating to the Company’s investments and the placing of orders for other purchase or sale orders may be placedtransactions on behalf of the Company. In the event that the Company determines to incur debt financing, the fact that Adviser will arrange for such broker or dealer has sold or financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is selling shares of any one or more investment companies sponsored by necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or its affiliates or shares arrange for the creation of any other investment company investing such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the TrustInvestment Company Act).

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 6, 1995, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the account Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the TrustInvestment Company Act of 1940. In connection with Subject to the selection provisions of such brokers or dealers and the placing of such ordersArticle 6, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the Trust execution and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) management of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay Fund by any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amendedTrust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which that it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and and, to that end end, the Adviser is authorized authorized, as the agent of the Trust Trust, to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which that are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser Adviser, and the Adviser is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which that the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares affiliates. The Adviser shall not be responsible for providing certain special administrative services to the Trust under this Agreement. Eaton Vance Management, in its capacity as Administrator of any other investment company investing in the Truxx, xxxxx xe responsible for providing such services to the Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 6, 1995, as amended, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust Trust, on behalf of the Fund, hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and Fund and, except as otherwise provided in an administration agreement, to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this AgreementContract. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Fund and for administering its the Trust's affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund. As investment adviser to the TrustFund, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the TrustFund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, but subject to the Fund's investment objective, policies and restrictions, to buy, sell, lend and otherwise trade in any stocks, bonds, options and other securities and investment instruments on behalf of the Fund, to purchase, write or sell options on securities, futures contracts or indices on behalf of the Fund, to enter into commodities contracts on behalf of the Fund, including contracts for the future delivery of securities or currency and futures contracts on securities or other indices, and to execute any and all agreements and instruments and to do any and all things incidental thereto in connection with the management of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or Fund with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the Fund or the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which are advantageous to the Trust Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services and products (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to cause the Fund to pay any broker or dealer who provides such brokerage and research services service and products a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services and products provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one the Fund or more the Trust or of other investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustAdviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision management of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, dated March 4, 1985, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), and to the provisions of the Trust under the Investment Company Act of 1940. The Adviser shall also make recommendations as to the manner in which voting rights, all as from time rights to time amendedconsent to corporate action and any other rights pertaining to the Funds' portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Funds' account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most favorable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated February 15, 1995, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision management of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Trust and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Trust shall be held uninvested, subject always to the applicable restrictions of its Indenture of Trust dated March 21, 1924, as amended from time to time, and to the Declaration provisions of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940. The Adviser shall also make recommendations as to the manner in which voting rights, all as from time rights to time amendedconsent to corporate action and any other rights pertaining to the Trust's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Trust's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian Custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions at prices which are advantageous to for the Trust and (when a disclosed commission is being charged) execution at the most favorable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Trust to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Trust and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the TrustFund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.the

Duties of the Adviser. (a) The Trust Fund hereby employs the Adviser to act as the investment adviser for to the Fund and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsFund, subject to the supervision of the Trustees board of trustees of the TrustFund (the “Board of Trustees”), for the period and on upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Fund’s private placement memorandum, registration statement or other filing submitted or filed by the Fund with the Securities and Exchange Commission (“SEC”), in each case as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Fund’s declaration of trust and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to (i) determine the Trust the advice and assistance composition of the Adviser's organization in portfolio of the choice Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Fund (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and in monitor the purchase Fund’s investments; (iv) determine the securities and sale of securities other assets that the Fund will purchase, retain or sell; and (v) provide the Fund with such other investment advisory, research and related services as the Fund may, from time to time, reasonably require for the Trust and to furnish for the use investment of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activitiesfunds. The Adviser shall for all purposes herein be deemed to be an independent contractor have the power and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent on behalf of the Trust. The Adviser shall provide the Trust with such Fund to effectuate its investment management and supervision as the Trust may from time to time consider necessary decisions for the proper supervision Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the TrustFund. As In the event that the Fund, consistent with its investment adviser objective and policies, determines to the Trustacquire debt financing or to refinance existing debt financing, the Adviser shall furnish continuously an investment program arrange for such financing on the Fund’s behalf, subject to the oversight and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion approval of the Trust's assets shall be held uninvested, subject always Board of Trustees. If it is necessary for the Adviser to the applicable restrictions make investments on behalf of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writingFund through a subsidiary or special purpose vehicle, the Adviser shall be bound by such determination have authority to create or arrange for the period, if any, specified creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly accordance with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustInvestment Company Act.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amendedTrust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which that it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and and, to that end end, the Adviser is authorized authorized, as the agent of the Trust Trust, to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek to execute security transactions at prices which are advantageous procedures adopted by the Board of Trustees of the Trust. The Adviser shall not be responsible for providing certain special administrative services to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission ratesunder this Agreement. In selecting brokers or dealers qualified to execute a particular transactionEaton Vance Management, brokers or dealers may be selected who also provide brokerage and research services (in its capacity as those terms are defined in Section 28(e) Administrator of the Securities Exchange Act of 1934) Txxxx, xxxxx be responsible for providing such services to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Portfolio with such investment management advice and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustPortfolio's investment assets. As investment adviser to the Trust, Citibank shall act as the Adviser for the Portfolio and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Portfolio shall be held uninvested, subject always to the applicable restrictions of the Trust's Declaration of Trust, dated September 13, 1993, and By-Laws and registration statement of the Trust under the Investment Company Act of 1940laws, all as each may be amended from time to time amended(respectively, the "Declaration" and the "By-Laws"), to the provisions of the 1940 Act, and to the then-current Registration Statement of the Trust with respect to the Portfolio. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Portfolio's securities shall be exercised. Should the Board of Trustees of the Trust at any time, however, make any specific definite determination as to investment policy for applicable to the Trust Portfolio and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustPortfolio, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust Portfolio as to deliveries of securities and payment payments of cash for the account of the TrustPortfolio. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use is directed to seek for the Portfolio in its best efforts judgment, prompt execution in an effective manner at the most favorable price. Subject to seek to execute security transactions at prices which are advantageous to this requirement of seeking the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionmost favorable price, brokers or dealers securities may be selected bought from or sold to broker-dealers who also provide brokerage have furnished statistical, research and research other information or services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser or the Portfolio, subject to any applicable laws, rules and regulations. In making purchases or sales of securities or other property for the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess account of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraphPortfolio, the Adviser is authorized may deal with itself or with the Trustees of the Trust or the Trust's exclusive placing agent, to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that extent such broker or dealer has sold or is selling shares of any one or more investment companies sponsored actions are permitted by the Adviser or its affiliates or shares of any other investment company investing in the Trust1940 Act.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision management of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the its Declaration of Trust, dated November 7, 1984, and By-Laws Laws, as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), and to the provisions of the Trust under the Investment Company Act of 1940. The Adviser shall also make recommendations as to the manner in which voting rights, all as from time rights to time amendedconsent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most favorable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercised investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amendedTrust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which that it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and and, to that end end, the Adviser is authorized authorized, as the agent of the Trust Trust, to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek to execute security transactions at prices which are advantageous procedures adopted by the Board of Trustees of the Trust. The Adviser shall not be responsible for providing certain special administrative services to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission ratesunder this Agreement. In selecting brokers or dealers qualified to execute a particular transactionEaton Vance Management, brokers or dealers may be selected who also provide brokerage and research services (in its capacity as those terms are defined in Section 28(e) Administrator of the Securities Exchange Act of 1934) Truxx, xxxxx xe responsible for providing such services to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in Trust under the Trust's separate Administration Agreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trustees of the Trust may from time to time consider necessary for the proper supervision of the TrustFund's assets. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust of the Trust, dated February 15, 1985, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Trust's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek for the Fund the placing of such orders, the Adviser is directed to execute security transactions seek for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisors with such terms and conditions as the Adviser may determine provided that such sub-investment advisory agreements have been approved by a majority of the Trustees of the Trust who are not "interested persons" of the Trust, or the Adviser or the Sub-Adviser and by "vote of a majority of the outstanding voting securities" of the Fund. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 5, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-advisor or for any loss arising out of any investment made by any sub-advisor or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-advisor.

Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to its advisory agreement with the Fund (the "Advisory Agreement") and shall continuously monitor the Subadviser's performance of its duties under this Agreement (including trade execution), perform certain due diligence functions and oversee the Subadviser's compliance with the Fund's investment objectives, policies and guidelines, including the Fund's investments that are intended to qualify for credit under the Community Reinvestment Act of 1977, as amended (the "CRA"); provided, however, that in connection with its management of the Assets, nothing herein shall be construed to relieve the Subadviser of responsibility for compliance with the Fund's Declaration of Trust hereby employs (as defined herein), the Prospectus, the Compliance Policies and Procedures provided that the Adviser to act as investment adviser for or the Fund has given the Subadviser such documents and to manage any amendments thereto, the investment instructions and reinvestment directions of the assets Board, the requirements of the Trust and to administer its affairs1940 Act, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employmentCode, and undertakes all other applicable federal and state laws and regulations, as each is amended from time to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activitiestime. The Adviser shall communicate regularly with the Subadviser regarding any geographic, regulatory or other directions with respect to the Subadviser's selection of Assets for all purposes herein the Fund, including, without limitation, any directions or investment restrictions with respect to the Fund's portfolio in connection with the CRA. Upon request from the Subadviser, the Adviser shall promptly evaluate whether a potential investment may be deemed CRA-qualifying, either generally or with respect to be an independent contractor and shall, except as otherwise expressly provided a specific financial institution shareholder. The Adviser agrees to make itself readily available to the Subadviser to answer any questions about the Fund or authorized, have no authority to act a potential investment for or represent the Trust in any way or otherwise be deemed an agent of the TrustFund. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider also be responsible for maintaining any records necessary for the proper supervision of the Trust. As investment adviser Fund and its shareholders to receive appropriate regulatory credit with respect to the TrustCRA, maintaining documentation readily available to a financial institution or an examiner supporting its determination that a security is a qualifying investment for CRA purposes and the Subadviser agrees to provide the Adviser with any information necessary to assist the Adviser with such recordkeeping. In determining whether a particular investment is qualified for credit under the CRA, the Adviser shall furnish continuously an assess whether the investment program has as its primary purpose community development. The Adviser shall consider whether the investment: (1) provides affordable housing for low- and shall determine from time moderate-income ("LMI") individuals; (2) provides community services targeted to time what securities and other investments shall be acquired, disposed of LMI individuals; (3) funds activities that (a) finance businesses or exchanged and what portion farms that meet the size eligibility standards of the TrustSmall Business Administration's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Development Company or Small Business Investment Company programs or have annual revenues of $1 million or less or (b) promote economic development; (4) funds activities that revitalize or stabilize LMI areas, designated disaster areas, or nonmetropolitan middle-income areas that have been designated as distressed or underserved by the institution's primary regulator; or (5) supports, enables, or facilitates certain projects or activities that meet the "eligible uses" criteria described in the Housing and Economic Recovery Act of 1940, all as from time 2008. As the Fund continues to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writingoperate, the Adviser shall be bound by such determination assess whether to instruct the Subadviser to dispose of securities that were acquired for the periodCRA-qualifying purposes, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end case the Adviser is authorized as will normally instruct the agent of the Trust Subadviser to give instructions attempt to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute acquire a replacement security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may that would be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustCRA-qualifying.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated February 3, 1995, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionfulfilling this requirement, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. The Adviser may from time to time enter into sub-investment advisory agreements with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940. Subject to the requirement set forth in the second sentence provisions of this paragraphArticle 6, the Adviser is authorized to consider, as a factor shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the selection execution and management of the Fund by any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustsub-adviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Trust and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Trust shall be held uninvested, subject always to the applicable restrictions of the its Declaration of Trust, dated April 30, 1990, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Trust's then-current Prospectus. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Trust's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Trust's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust to give instructions to the custodian Custodian of the Trust as to the deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions at prices which are advantageous to for the Trust and (when a disclosed commission is being charged) execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Trust to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Trust and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. (a) The Trust Company hereby employs the Adviser to act as the investment adviser for to the Company and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsCompany, subject to the supervision of the Trustees Board of Directors of the TrustCompany, for the period and on upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s Offering Memorandum, dated March 5, 2007, as the same shall be amended from time to time (the “Offering Memorandum”); (ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws; and (iii) if the Company elects to be regulated as a BDC, the Adviser will manage the assets of the Company in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to (i) determine the Trust the advice and assistance composition of the Adviser's organization in portfolio of the choice Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and in monitor the purchase Company’s investments; (iv) determine the securities and sale of securities other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the Trust and to furnish for the use investment of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activitiesfunds. The Adviser shall for all purposes herein be deemed to be an independent contractor have the power and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent on behalf of the TrustCompany to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. The In the event that the Company determines to acquire debt financing, the Adviser shall provide will arrange for such financing on the Trust with such investment management Company’s behalf, subject to the oversight and supervision as approval of the Trust may from time to time consider Company’s Board of Directors. If it is necessary for the proper supervision Adviser to make investments on behalf of the Trust. As investment adviser to the TrustCompany through a special purpose vehicle, the Adviser shall furnish continuously an investment program have authority to create or arrange for the creation of such special purpose vehicle and shall determine from time to time what securities and other make such investments shall be acquired, disposed of or exchanged and what portion of through such special purpose vehicle (in accordance with the Trust's assets shall be held uninvested, subject always Investment Company Act to the applicable restrictions of extent that the Declaration of Trust, By-Laws and registration statement of the Trust Company elects to be treated as a BDC under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustAct).

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to shall manage the investment and reinvestment affairs of the assets Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with investment management, including investment research, advice and supervision, determining which securities shall be purchased or sold by each Portfolio of the Trust and to administer its affairs, making purchases and sales of securities on behalf of each Portfolio. The Adviser's management shall be subject to the supervision control of the Trustees of the TrustTrust (the "Trustees") and in accordance with the objectives, policies and restrictions for the period and on the terms each such Portfolio set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management 's Registration Statement and supervision its current Prospectus and Statement of Additional Information, as the Trust may amended from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trusttime, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed requirements of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time amended (the "Act") and other applicable law, as well as to time the factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the "Code") and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. Should In performing such duties, the Adviser shall (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies; (iv) together with the assistance of affiliates, (a) evaluate the subadviser, if any, and advise the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify subadviser(s) which the Adviser thereof in writingbelieves is/are best suited to invest the assets of each Portfolio, (b) monitor and evaluate the Adviser investment performance of each subadviser employed by the Trust, (c) allocate the portion of each Portfolios= assets to be managed by each subadviser; and (d) shall be bound by such determination for recommend changes of or the period, if any, specified in such notice or until similarly notified that such determination has been revokedaddition of subadvisers when appropriate. The Adviser shall takemay delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, on behalf subject to the approval of the TrustTrustees as required by the Act. The Adviser may, all actions which as it deems necessary or desirable appropriate from time to implement the investment policies time, (i) terminate a subadvisory arrangement with respect to a Portfolio, or a component of the Trust. The Adviser shall place all orders assets thereof, and engage a new subadviser for such Portfolio, or component thereof, or (ii) amend the purchase agreement between itself and a subadviser, without obtaining shareholder approval in either case; provided, however, that any such new subadvisory arrangement or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected amendment to an existing arrangement be approved by the Adviser, and to that end Trustees in the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers manner required by either Act or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) order of the Securities and Exchange Act of 1934) to Commission exempting the Adviser and the Trust from the provisions of Section 15(a) of the Act relating to the engagement of subadvisers for the Portfolios. The Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission solely responsible for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection payment of any broker fees or dealer with whom purchase or sale orders may be placed, other charges to a subadviser arising from such delegation and the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustTrust shall have no liability therefor.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's ’s organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's ’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund’s investments. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustFund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In Subject to procedures adopted by the Board of Trustees, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust each Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision management of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of each Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Declaration of Trust, dated January 28, 1994 and By-Laws Laws, as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), and to the provisions of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trusteach Fund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the each Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust each Fund to give instructions to the custodian Custodian of the Trust each Fund as to deliveries of securities and payment payments of cash for the account of the Trusteach Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for each Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most favorable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and the Adviser is expressly authorized shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused each Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to each Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the TrustFund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of the Fund, or any other series of the Trust, or of any one or more investment companies sponsored by the Adviser Adviser, Eaton Vance Management or its affiliates or shares of any other investment company investing in the Trusttheir affiliates.

Duties of the Adviser. (a) The Trust Company hereby employs the Adviser to act as the investment adviser for to the Company and to manage the investment and reinvestment of the assets of the Trust and to administer its affairsCompany, subject to the supervision of the Trustees board of managers of the TrustCompany (the “Board of Managers,” and each manager a “Manager”), for the period and on upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form 10, as may be amended from time to time (the “Registration Statement”), (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state law and (iii) in accordance with the Company’s limited liability company agreement, as may be amended from time to time (the “Limited Liability Company Agreement”). Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to (i) determine the Trust the advice and assistance composition of the Adviser's organization in portfolio of the choice Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and in monitor the purchase Company’s investments; (iv) determine the securities and sale of securities other assets that the Company will purchase, retain or sell; and (v) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the Trust and to furnish for the use investment of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activitiesfunds. The Adviser shall for all purposes herein be deemed to be an independent contractor have the power and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent on behalf of the Trust. The Adviser shall provide the Trust with such Company to effectuate its investment management and supervision as the Trust may from time to time consider necessary decisions for the proper supervision Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the TrustCompany. As investment adviser In the event that the Company determines to the Trustacquire debt financing or to refinance existing debt financing, the Adviser shall furnish continuously an investment program arrange for such financing on the Company’s behalf, subject to the oversight and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion approval of the Trust's assets shall be held uninvested, subject always Board of Managers. If it is necessary for the Adviser to the applicable restrictions make investments on behalf of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writingthrough a subsidiary or special purpose vehicle, the Adviser shall be bound by such determination have authority to create or arrange for the period, if any, specified creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly accordance with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust1940 Act.

Duties of the Adviser. The Trust Fund, pursuant to 3.1(c) of the Amended and Restated Operating Agreement of the Fund dated February 6, 1998 as amended on November 24, 1998 (the "Operating Agreement"), hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, affairs for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust Fund the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust Fund who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activitiesorganization. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise herein expressly provided or authorized, have no authority to act for or represent the Trust Fund in any way or otherwise be deemed an agent of the TrustFund. The Adviser shall evaluate and select those equity securities which it considers appropriate for contribution to the Fund in accordance with the Fund's private placement memorandum. The Adviser shall provide the Trust Fund with such investment management and supervision as the Trust Fund may from time to time consider necessary for the proper supervision of the TrustFund. As investment adviser to the TrustFund, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the TrustFund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement Operating Agreement of the Trust under the Investment Company Act of 1940Fund, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the TrustFund. The Adviser shall find, evaluate, structure and monitor the Qualifying Assets (other than Real Estate Assets) defined in the Operating Agreement, and shall make arrangements for the borrowings to enable the Fund and its subsidiary Belair Real Estate Corporation ("BREC") to acquire the Qualifying Assets. The Adviser shall make all decisions regarding the Fund's investments, hedging transactions and other investment strategies, subject always to the applicable restrictions of the Operating Agreement, as from time to time amended. The Adviser shall value all non-cash assets of the Fund in accordance with Article 7 of the Operating Agreement. The value of the Fund's Qualifying Assets (other than Real Estate Assets) will be determined in good faith by the Adviser, after consideration of all relevant factors, data and information. The Adviser shall arrange and supervise the Fund's credit facility and its borrowings thereunder. The Adviser shall manage, supervise and monitor the redemption practices and policies of the Fund as set forth in the Operating Agreement and the Fund's private placement memorandum. The Adviser shall also provide such other administrative services as the Fund may request from time to time, including without limitation the computation of distributions, the preparation of performance data and financial information, the preparation of reports and other communications to Shareholders, and the monitoring of compliance by the Fund with tax and regulatory requirements and its credit facility, investment objective and investment restrictions. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold Shares of the Fund or has sold or is selling shares of any one or more various investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustaffiliates.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Trust and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Trust shall be held uninvested, subject always to the applicable restrictions of the its Declaration of Trust, dated December 30, 1987, and By-Laws Laws, as each may be amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Trust's then current Prospectus. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Trust's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Trust's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian Custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions at prices which are advantageous to for the Trust and (when a disclosed commission is being charged) execution at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretionbest available price. Subject to this requirement of seeking the requirement set forth in the second sentence of this paragraphbest available price, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders securities may be placedbought from or sold to broker dealers who have furnished statistical, research and other information or services to the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustAdviser.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Portfolio with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of its investment assets. Citibank shall act as the Trust. As investment adviser Adviser to the Trust, the Adviser Portfolio and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Portfolio shall be held uninvested, subject always to the applicable restrictions of the Portfolio's Declaration of Trust, dated May 23, 1989, and By-Laws and registration statement of the Trust under the Investment Company Act of 1940laws, all as each may be amended from time to time amended(respectively, the "Declaration" and the "By-Laws"), to the provisions of the 1940 Act and to the Portolio's then-current Registration Statement under the 0000 Xxx. The Adviser shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the securities held by the Portfolio shall be exercised. Should the Board of Trustees of the Trust Portfolio at any time, however, make any specific definite determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the TrustPortfolio, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust Portfolio to give instructions to the custodian of the Trust Portfolio as to deliveries of securities and payment payments of cash for the account of the TrustPortfolio. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use is directed to seek for the Portfolio in its best efforts judgment, prompt execution in an effective manner at the most favorable price. Subject to seek to execute security transactions at prices which are advantageous to this requirement of seeking the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transactionmost favorable price, brokers or dealers securities may be selected bought from or sold to broker-dealers who also provide brokerage have furnished statistical, research and research other information or services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser or the Portfolio, subject to any applicable laws, rules and regulations. In making purchases or sales of securities or other property for the account of the Portfolio the Adviser is expressly authorized to pay any broker may deal with itself or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess with the Trustees of the amount of commission another broker Portfolio or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation Portfolio's exclusive placing agent, to the value of the brokerage and research services provided by extent such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored actions are permitted by the Adviser or its affiliates or shares of any other investment company investing in the Trust1940 Act.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and assets, to administer its affairs, hire (subject to the supervision approval of the Trust's Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of any affected Portfolio(s)) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of any Portfolios of the Trust, for and to continuously review, supervise and (where appropriate) administer the period investment program of the Portfolios, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Fund's administrator (the "Administrator") and on the terms set forth in Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Administrator and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser hereby accepts such employment, and undertakes to afford shall discharge the foregoing responsibilities subject to the Trust the advice and assistance control of the Adviser's organization in the choice Board of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments Trustees of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust compliance with such investment management and supervision policies as the Trust Trustees may from time to time consider necessary establish, and in compliance with the objectives, policies, and limitations for the proper supervision of each such Portfolio set forth in the Trust. As investment adviser to the Trust's prospectus and statement of additional information, the Adviser shall furnish continuously an investment program and shall determine as amended from time to time what securities (referred to collectively as the "Prospectus"), and other investments shall be acquired, disposed of or exchanged applicable laws and what portion of regulations. The Trust will furnish the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as Adviser from time to time amendedwith copies of all amendments or supplements to the Prospectus, if any. Should The Adviser accepts such employment and agrees, at its own expense, to render the Trustees of services and to provide the Trust at office space, furnishings and equipment and the personnel (including any timesub-advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, make any specific determination as to investment policy pay for the Trust cost of securities, commodities, and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the periodother investments (including brokerage commissions and other transaction charges, if any, specified in such notice ) purchased or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders sold for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to shall manage the investment and reinvestment affairs of the assets Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with investment management, including investment research, advice and supervision, determining which securities shall be purchased or sold by each Portfolio of the Trust and to administer its affairs, making purchases and sales of securities on behalf of each Portfolio. The Adviser's management shall be subject to the supervision control of the Trustees of the TrustTrust (the "Trustees") and in accordance with the objectives, policies and restrictions for the period and on the terms each such Portfolio set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management 's Registration Statement and supervision its current Prospectus and Statement of Additional Information, as the Trust may amended from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trusttime, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed requirements of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time amended (the "Act") and other applicable law, as well as to time the factors affecting the Trust's status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the "Code") and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. Should In performing such duties, the Adviser shall (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust's custodian), and (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies. With respect to the Cash Management Portfolio, the Adviser hereby accepts the esponsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust at any timeand which are delegable by the Trustees pursuant to paragraph (e) of such Rule, however, make any specific determination as to investment policy for the Trust and notify extent that the Adviser thereof in writing, Trustees may hereinafter delegate such responsibilities to the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revokedAdviser. The Adviser shall takemay delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, on behalf subject to the approval of the TrustTrustees and a Portfolio=s shareholders, all actions which it deems necessary or desirable to implement as required by the investment policies of the TrustAct. The Adviser shall place all orders is solely responsible for the purchase payment of any fees or sale of portfolio securities for the account of other charges to a subadviser arising from such delegation and the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trustno liability therefor.

Duties of the Adviser. The Trust hereby Manager employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain which requirements shall be communicated to the Adviser, and to administer its affairsrender regular reports in a mutually agreeable format to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities, as the Manager or the Trust shall reasonably request. The Adviser shall discharge the foregoing responsibilities subject to the supervision Manager’s oversight and the control of the officers and the Trustees of the Trust, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations, and such other investment guidelines or restrictions established from time to time by the Manager or the Trust which must be communicated in writing by Manager to Adviser in advance. The Adviser accepts such employment and agrees to render the services for the period compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms set forth and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that the Adviser shall (a) use commercially reasonable efforts to ensure that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents furnished to the Adviser; (b) provide all notifications and deliver all documents required to be provided or delivered by a Portfolio pursuant to such documentation; and (c) as soon as reasonably practicable notify the Manager if commercially practicable under the circumstances of the actual occurrence (as evidenced by a notice from the trading counterparty pursuant to the terms of such documentation) of an event of default or termination event affecting a Portfolio. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the secured party with respect to such margin or collateral. The Advisor shall not have the authority to cause the Manager or the Trust to delivery securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to will not be responsible for the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale cost of securities for the or brokerage commissions or any other Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, expenses except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the TrustAgreement.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide each series of the Trust with such investment management advice and supervision as the Trust Trustees may from time to time consider necessary for the proper supervision of the Trustassets of each series. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser each such series and shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of each series shall be held uninvested, subject always to the applicable restrictions of the Trust's Declaration of Trust, dated May 9, 1983, and the Trust's By-Laws Laws, as each may be amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder, and to the Trust's then-current Prospectus. The Adviser shall also make recommendations as from time to time amendedthe exercise of voting rights, rights to consent to corporate action and any other rights pertaining to the securities in the portfolio represented by the Shares of each series. Should the Trustees of the Trust at any time, however, make any specific definite determination as to investment policy for the Trust with respect to any one or more series or all series collectively and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of each series of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities of each such series for the Trust's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian Custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such ordersorders for the Money Market Series, the High Yield Series and the Government Guaranteed Series, the Adviser shall use its best efforts is directed to seek execution at the best available price. Subject to execute security this requirement of seeking the best available price, such securities may be bought from or sold to broker/dealers who have furnished statistical, research, and other information or services to the Adviser. For the Capital Appreciation Series, the Adviser is directed to seek execution of portfolio transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) best available price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or dealers qualified to execute a particular transactionhave breached any duty created by this Agreement or otherwise, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) solely by reason of its having caused the Trust on behalf of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized Capital Appreciation Series to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Capital Appreciation Series and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's ’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's ’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust’s investments. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust's ’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, as amended (the “1940 Act”), all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payment payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts adhere to seek to execute security transactions at prices which are advantageous to the Trust and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored procedures adopted by the Adviser or its affiliates or shares Board of any other investment company investing in Trustees of the Trust.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust Fund and to furnish for the use of the Trust Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the TrustFund. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the TrustFund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the TrustTrust and of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian of the Trust Fund as to deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Trust Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.competitive

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust Fund with such investment management advice and supervision as the Trust latter may from time to time consider necessary for the proper supervision of the Trustits funds. As investment adviser The Adviser shall act as Adviser to the Trust, the Adviser Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquiredpurchased, disposed of sold or exchanged and what portion of the Trust's assets of the Fund shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust of the Trust, dated July 22, 1986, and By-Laws Laws, each as amended from time to time (respectively, the "Declaration" and registration statement the "By-Laws"), to the provisions of the Trust under the Investment Company Act of 19401940 and the Rules, all Regulations and orders thereunder and to the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also make recommendations as from time to time amendedthe manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Trustees of the Trust at any time, however, make any specific definite determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been shall be revoked. The Adviser shall take, on behalf of the TrustFund, all actions which it deems necessary or desirable to implement the investment policies of the Trust. The Adviser shall determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviserit, and to that end end, the Adviser is authorized as the agent of the Trust Fund to give instructions to the custodian Custodian of the Trust Fund as to the deliveries of securities and payment payments of cash for the account of the TrustFund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts is directed to seek to execute security transactions for the Fund execution at prices which are advantageous to the Trust and (when a disclosed commission is being charged) most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to fulfilling this requirement the Adviser and shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Adviser is expressly authorized Fund to pay any a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a security securities transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Adviser determines determined in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser and its affiliates have with respect to accounts over which they exercise exercises investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment companies sponsored by the Adviser or its affiliates or shares of any other investment company investing in the Trust.