EXHIBIT (d)(17)

                       INVESTMENT SUB-ADVISORY AGREEMENT

      THIS INVESTMENT SUB-ADVISORY AGREEMENT ("Agreement"), made this 29th day
of April 2005, by and between Roszel Advisors, LLC, a Delaware limited liability
company (the "Advisor"), and Franklin Templeton Portfolio Advisors, Inc., a
California corporation, through its Franklin Portfolio Advisors division (the
"Sub-Advisor").

      Advisor and Sub-Advisor agree as follows:

1.    Advisor hereby engages the services of Sub-Advisor in connection with
Advisor's management of the Roszel/Franklin Mid Cap Growth Portfolio (the
"Portfolio") of MLIG Variable Insurance Trust (the "Trust"). Pursuant to this
Agreement and subject to the oversight and supervision by Advisor and the
officers and the board of trustees of the Trust, Sub-Advisor shall manage the
investment and reinvestment of that portion of the assets of the Portfolio that
the Advisor shall, from time to time, direct.

2.    Sub-Advisor hereby accepts appointment by Advisor in the foregoing
capacity and agrees, at its own expense, to render the services set forth herein
and to provide the office space, furnishings, equipment and personnel required
by it to perform such services on the terms and for the compensation provided in
this Agreement.

3.    In particular, Sub-Advisor shall furnish continuously an investment
program for the Portfolio and shall determine from time to time, in its
discretion, the securities and other investments to be purchased, sold,
converted, exchanged or otherwise traded and what portions of the Portfolio
shall be held in various securities, cash or other investments. In this
connection, Sub-Advisor shall provide Advisor and the officers and trustees of
the Trust with such reports and documentation as the latter shall reasonably
request regarding Sub-Advisor's management of the Portfolio assets.

4.    Sub-Advisor shall carry out its responsibilities under this Agreement in
compliance with: (a) the Portfolio's investment objective, policies and
restrictions as set forth in the Trust's current registration statement, (b)
such policies or directives as the Trust's trustees may from time to time
establish or issue and communicate to the Sub-Advisor in writing, and (c)
applicable law and related regulations. Advisor has provided Sub-Advisor with
written copies and shall promptly notify Sub-Advisor in writing of changes to
(a) or (b) above and shall notify Sub-Advisor in writing of changes to (c) above
promptly after Advisor becomes aware of such changes.

      Sub-Advisor shall be responsible to ensure that the Portfolio: (a)
complies with the diversification requirements of Section 817(h) of the Internal
Revenue Code of 1986, as amended, (the "Code") and regulations issued thereunder
as these apply to separate accounts through which variable life insurance
contracts and variable annuity contracts are issued, and (b) continuously
qualifies as a regulated investment company under Sub-Chapter M of the Code. It
is agreed for purposes of this Agreement that if the Portfolio is invested in
compliance with the diversification requirements of Section 817(h) of the Code
and regulations issued thereunder as

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such authorities apply to separate accounts through which variable life
insurance contracts and variable annuity contracts are issued and in a manner
that would permit the Portfolio to continuously qualify as a regulated
investment company under Sub-Chapter M of the Code, then Sub-Advisor shall be
deemed to have discharged its duties under the preceding sentence, and
Sub-Advisor shall have no duties with respect to the investment of any other
part or parts of the Trust.

      Sub-Advisor shall not consult with any other sub-advisers of the
Portfolio, or with sub-advisers of other investment portfolios of the Trust,
concerning transactions in portfolio securities or other portfolio investments
of the Portfolio.

5.    Sub-Advisor shall take all actions which it considers necessary to
implement the investment policies of the Portfolio as these relate to the
Portfolio, and in particular, to place all orders for the purchase or sale of
securities or other investments for the Portfolio with brokers or dealers
selected by Sub-Advisor, and to that end, Sub-Advisor is authorized as the agent
of the Trust to give instructions to the Trust's custodian as to deliveries of
securities or other investments and payments of cash for the account of the
Portfolio. In connection with the selection of brokers or dealers and the
placing of purchase and sale orders with respect to investments of the
Portfolio, except where Advisor or the Trust instructs Sub-Advisor in writing to
place orders with a particular broker or dealer, Sub-Advisor is directed at all
times to seek to obtain best execution and price within the policy guidelines
determined by the Trust's board of trustees and set forth in the Trust's current
registration statement.

      To the extent permitted by the policy guidelines set forth in the Trust's
current registration statement, Sub-Advisor is authorized to consider, in the
selection of brokers and dealers to execute portfolio transactions, not only the
available prices and rates of brokerage commissions, but also other relevant
factors which may include, without limitation: (a) the execution capabilities of
such brokers and dealers, (b) research, custody and other services provided by
such brokers and dealers which the Sub-Advisor believes will enhance its general
portfolio management capabilities, (c) the size of the transaction, (d) the
difficulty of execution, (e) the operational facilities of such brokers and
dealers, (f) the risk to such a broker or dealer of positioning a block of
securities, and (g) the overall quality of brokerage and research services
provided by such brokers and dealers. In connection with the foregoing,
Sub-Advisor is specifically authorized to pay those brokers and dealers who
provide brokerage and research services to it a higher commission than that
charged by other brokers and dealers if the Sub-Advisor determines in good faith
that the amount of such commission is reasonable in relation to the value of
such services in terms of either the particular transaction or in terms of
Sub-Advisor's overall responsibilities with respect to the Portfolio and to any
other client accounts or portfolios which Sub-Advisor advises. The execution of
such transactions shall not be considered to represent an unlawful breach of any
duty created by this Agreement or otherwise.

      In connection with the selection of brokers or dealers and the placing of
purchase and sale orders with respect to investments of the Portfolio, when
instructed in writing to do so by either the Trust or the Advisor, Sub-Advisor
is authorized to place orders with one or more brokers or dealers identified by
the Trust or Advisor (including brokers or dealers who are affiliated persons of
the Trust or Advisor) and Sub-Advisor agrees to follow such instructions.

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The execution of such transactions shall not be considered to represent an
unlawful breach of any duty created by this Agreement or otherwise. For such
transactions, the Advisor acting on its own behalf and on behalf of the Trust
acknowledges and understands that if Sub-Advisor follows such instructions, the
execution costs may be greater than those execution costs which would result if
Sub-Advisor were not so instructed.

      Sub-Advisor also is authorized to aggregate purchase and sale orders for
securities held (or to be held) in the Portfolio with similar orders being made
on the same day for other client accounts or portfolios managed by Sub-Advisor.
When an order is so aggregated: (a) the actual prices applicable to the
aggregated transaction will be determined in accordance with Sub-Advisor's
policies and procedures, as amended from time to time, and (b) all transaction
costs incurred in effecting the aggregated transaction shall be shared among the
accounts or portfolios (including the Portfolio) participating in the
transaction in accordance with Sub-Advisor's policies and procedures, as amended
from time to time. Advisor recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for the Portfolio.

      When recommending or effecting a transaction in a particular security or
investment for more than one client account or portfolio (including the
Portfolio), Sub-Advisor may allocate such recommendations or transactions among
all accounts and portfolios for whom the recommendation is made or transaction
is effected on a basis that Sub-Advisor considers equitable.

6.    Sub-Advisor's services under this Agreement are not exclusive. Sub-Advisor
may provide the same or similar services to other clients. Advisor acknowledges
that, except when transactions for multiple clients are aggregated, transactions
in a specific security or other investment may not be recommended or executed at
the same time or price for all client accounts or portfolios (including the
Portfolio) for which that security or investment is recommended or executed.
This Agreement does not require Sub-Advisor to give priority to the Portfolio
over other client accounts or portfolios.

7.    Sub-Advisor shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Advisor, the Trust or the Portfolio or
otherwise be deemed agents of the Advisor, the Trust or the Portfolio.

8.    Sub-Advisor or an affiliated person of Sub-Advisor may act as broker for
the Portfolio in connection with the purchase or sale of securities or other
investments for the Portfolio, subject to: (a) the requirement that Sub-Advisor
seek to obtain best execution and price within the policy guidelines determined
by the Trust's board of trustees and set forth in the Trust's current
registration statement; (b) the provisions of the Investment Advisers Act of
1940, as amended (the "Advisers Act"); (c) the provisions of the Securities
Exchange Act of 1934, as amended; and (d) other applicable provisions of law.
Such brokerage services are not within the scope of the duties of Sub-Advisor
under this Agreement. Subject to the requirements of applicable law and any
procedures adopted by Trust's board of trustees, Sub-Advisor or its affiliated
persons may receive brokerage commissions, fees or other remuneration from the
Portfolio or the Trust for such services in addition to Sub-Advisor's fees for
services under this Agreement.

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9.    The Advisor delegates the Advisor's discretionary authority to exercise
voting rights with respect to the securities and other investments in the
Portfolio to the Sub-Advisor. The Sub-Advisor shall exercise these voting rights
in accordance with its Proxy Voting Policies and Procedures unless and until the
Advisor revokes this delegation. The Advisor may revoke this delegation at any
time without cause. The Sub-Advisor shall maintain and preserve a record, in the
manner required under applicable law, of the Sub-Advisor's voting procedures,
and of the Sub-Advisor's actual votes, and shall supply this record to the
Advisor, or any authorized representative of the Advisor, upon the reasonable
written request of the Advisor or the Advisor's authorized representative, as
appropriate.

10.   Nothing in this Agreement shall require Sub-Advisor to take or receive
physical possession of cash, securities or other investments of the Portfolio.

11.   Sub-Advisor is registered with the U.S. Securities and Exchange Commission
under the Advisers Act. Sub-Advisor shall remain so registered throughout the
term of this Agreement and shall notify Advisor immediately if Sub-Advisor
ceases to be so registered as an investment advisor.

12.   Sub-Advisor: (a) is duly organized and validly existing under the laws of
the State of California with the power to own and possess its assets and carry
on its business as it is now being conducted, (b) has the authority to enter
into and perform the services contemplated by this Agreement, (c) is not
prohibited by the Investment Company Act of 1940, as amended, (the "1940 Act")
or the Advisers Act from performing the services contemplated by this Agreement,
(d) has met, and will continue to seek to meet for the duration of this
Agreement, any other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services this Agreement, and (e) will promptly
notify Advisor of any disqualification of Sub-Advisor from serving as an
investment advisor to an investment company pursuant to Section 9(a) of the 1940
Act.

13.   Advisor: (a) is duly organized and validly existing under the laws of the
State of Delaware with the power to own and possess its assets and carry on its
business as it is now being conducted, (b) has the authority to enter into and
perform the services contemplated by this Agreement, (c) is not prohibited by
the 1940 Act or the Advisers Act from performing the services contemplated by
this Agreement, (d) has met, and will continue to seek to meet for the duration
of this Agreement, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory agency,
necessary to be met in order to perform the services this Agreement, and (e)
will promptly notify Sub-Advisor of any disqualification of Advisor serving as
an investment advisor to an investment company pursuant to Section 9(a) of the
1940 Act. Advisor represents that the Trust is (and during the term of this
Agreement, will remain) registered as an open-end management investment company
under the 1940 Act and that the shares of the Trust representing an interest in
the Portfolio are (and during the term of this Agreement will remain) registered
under the Securities Act of 1933 and under any applicable state securities laws.

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14.   Sub-Advisor has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide Advisor and the
Trust with a written copy of that code, together with evidence of its adoption.
Within 20 days of the end of each calendar quarter during which this Agreement
remains in effect, a duly authorized officer of Sub-Advisor shall certify to
Advisor or the Trust that Sub-Advisor has complied with the requirements of Rule
17j-1 during the previous quarter and that there have been no violations of
Sub-Advisor's code of ethics or, if such violation has occurred, that
appropriate action has been taken in response to such violation. Upon written
request of Advisor or the Trust, Sub-Advisor shall permit representatives of
Advisor or the Trust to examine the reports (or summaries of the reports)
required to be made to Sub-Advisor by Rule 17j-1(c)(1) and other records
evidencing enforcement of the code of ethics.

15.   For the services rendered, the facilities furnished and the expenses
assumed by Sub-Advisor, Advisor shall pay Sub-Advisor at the end of each month a
fee based on the average daily net assets of the Portfolio at the following
annual rates:

                         0.35% on the first $200 million
                         0. 27% on the next $200 million
                                       and
                   0.25% on amounts in excess of $400 million

Sub-Advisor's fee shall be accrued daily at 1/365th of the applicable annual
rate set forth above. For the purpose of accruing compensation, the net assets
of the Portfolio shall be determined in the manner and on the dates set forth in
the current prospectus of the Trust, and, on days on which the net assets are
not so determined, the net asset value computation to be used shall be as
determined on the immediately preceding day on which the net assets were
determined. In the event of termination of this Agreement, all compensation due
through the date of termination will be calculated on a pro-rated basis through
the date of termination and paid within thirty business days of the date of
termination.

      During any period when the determination of net asset value is suspended,
the net asset value of the Portfolio as of the last business day prior to such
suspension shall for this purpose be deemed to be the net asset value at the
close of each succeeding business day until it is again determined.

16.   Sub-Advisor hereby undertakes and agrees to maintain, in the form and for
the period required by Rule 31a-2 under the 1940 Act, all records relating to
the Sub-Advisor's activities with the respect to the Portfolio's investments
made or directed by Sub-Advisor that are required to be maintained by the Trust
pursuant to the requirements of paragraphs (b)(5), (b)(6), (b)(7), (b)(9),
(b)(10) and (f) of Rule 31a-1 under the 1940 Act, it being agreed that such
books and records may be in original form or on (a) micrographic medium or (b)
electronic storage medium, including any digital storage medium or system
(the"Advisor Records"). Sub-Advisor agrees that the Advisor Records are the
property of the Trust and further agrees to surrender the Advisor Records
promptly to the Advisor or the Trust upon the Advisor's or the Trust's rquest
(provided, however, that Sub-Advisor may retain copies of such records). The
Sub-Advisor shall

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make the Advisor Records available to the Advisor or the Trust or either of
their authorized representatives, within five business days of a written
request.

      Advisor understands and agrees that the Sub-Advisor may maintain books and
records relating to the Sub-Advisor's activities with respect to the Portfolio's
investments that are required by Rule 204-2 or any other provision of the
Advisers Act and may also maintain any other records desired by the Sub-Advisor
relating to such activities (the "Sub-Advisor Records"). Advisor agrees that the
Sub-Advisor Records are the property of the Sub-Advisor. Advisor and the Trust,
or representatives of either designated in writing to Sub-Advisor, shall have
the right to receive a copy of any Sub-Advisor Records which pertain to the
Portfolio or the Trust. Advisor and Sub-Advisor agree that a book or a record
may be both an Advisor Record and a Sub-Advisor Record.

      The Advisor Records and the Sub-Advisor Records shall be produced to
properly authorized government representatives consistent with state and federal
law and/or regulations. In the event of such a request by properly authorized
government representatives, Sub-Advisor shall notify Advisor of such request in
order to secure Advisor's consent to Sub-Advisor's production of the Advisor
Records. In the event of the termination of this Agreement, originals or exact
copies of all the Advisor Records shall be delivered to Advisor or the Trust
(provided, however, that Sub-Advisor may retain copies of the Advisor Records in
the event that the originals are so delivered). Sub-Advisor agrees that the
policies and procedures established by the Sub-Advisor for managing client
accounts such as the Portfolio, including, but not limited to, all policies and
procedures designed to ensure compliance with federal and state regulations
governing the sub-advisor/client relationship and management and operation of
the Portfolio, shall be made available to Advisor and the Trust, not less
frequently than annually.

      Each of Advisor and Sub-Advisor agrees to cooperate with the other in
furnishing Advisor Records or Sub-Advisor Records as necessary to comply with
any legal, governmental or regulatory requirement. If, as a result of any
lawsuit, court proceeding, regulatory proceeding, or governmental or
administrative matter or any regulatory examination or investigation or other
proceeding, it is necessary for one of the parties to this Agreement to produce
the original of an Advisor Record or a Sub-Advisor Record that is in the
possession of the other party, such other party agrees to promptly furnish such
record to the appropriate party.

      It is agreed that Sub-Advisor (a) shall not be required to maintain
records relating to the computation from time to time of the net asset value of
the Portfolio, nor shall Sub-Advisor have any duties or responsibilities with
respect to the computation of the net asset value of the Portfolio; (b) shall
not be required to prepare or cause to be prepared any financial statements
pertaining to the Portfolio; (c) shall not be required to maintain or keep any
records relating to corporate matters, by-laws, minutes or governance of the
Trust or the Portfolio; (d) shall not have any duties or responsibilities to
maintain or keep any records, or be in any way involved in, disinterested or
not; and (e) shall not have any duties or responsibilities in any way for the
compliance of the Portfolio or the Trust with the 1940 Act or the Securities Act
of 1933 except as expressly otherwise provided in this Agreement. All such
matters shall remain and shall be the responsibility of the Advisor. Sub-Advisor
agrees to provide the certifications reasonably requested by the Trust with
respect to information to be included in regulatory filings, including

                                        6


forms N-CSR and N-Q. Notwithstanding the first sentence of this paragraph, the
Sub-Advisor will cooperate with the Advisor and will provide to the Advisor all
information which the Sub-Advisor possesses which the Advisor needs in order to
discharge its retained duties pursuant to the second sentence of this paragraph
upon the reasonable request of the Advisor.

17.   Each of the parties hereto agrees that it will not disclose or use any
records or confidential information obtained pursuant to this Agreement in any
manner whatsoever except as authorized in this Agreement or specifically by
Advisor or the Trust, or if such disclosure is required by federal or state
regulatory authorities or by applicable law. [Advisor and the Trust shall not
disclose any information about securities transactions or investment models made
or developed by Sub-Advisor or its affiliates, including specific securities
bought, sold, recommended for purchase or sale, other than as authorized by
Sub-Advisor.]

      Sub-Advisor may disclose the investment performance of the Portfolio
provided that such disclosure does not reveal the identity of the Advisor, the
Portfolio or the Trust. Sub-Advisor may, however, disclose that Advisor, the
Trust and the Portfolio are its clients, provided that such disclosure does not
reveal the investment performance or the composition of the Portfolio.

18.   In the absence of willful misfeasance or bad faith on the part of
Sub-Advisor or its officers, trustees or employees, or reckless disregard by
Sub-Advisor of its duties under this Agreement (together, "disabling conduct"),
Sub-Advisor shall not be liable to Advisor, the Portfolio, the Trust or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security, except to the extent
otherwise provided in Section 36(b) of the 1940 Act concerning loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation for
services. Notwithstanding the foregoing, breach by the Sub-Advisor of the second
paragraph of section 4 hereof is deemed to be disabling conduct.

19.   Sub-Advisor agrees to indemnify and defend Advisor, its officers,
trustees, partners, employees and any person who controls Advisor for any loss
or expense (including attorneys' fees) arising out of any claim, demand, action,
suit or proceeding arising out of any actual or alleged material misstatement or
omission in the Trust's registration statement, any proxy statement, or
communication to current or prospective investors in the Portfolio relating to
disclosure about Sub-Advisor provided to Advisor by Sub-Advisor; provided,
however, that Advisor shall provide to Sub-Advisor or its designee at least one
complete copy of each such document prior to its first use, and shall furnish,
or shall cause to be furnished, to Sub-Advisor or its designee each piece of
sales literature or other promotional material in which the Sub-Advisor is
named, at least fifteen (15) Business Days prior to its proposed use. No such
material shall be used unless Sub-Advisor or its designee approves such material
and its proposed use.

      Sub-Advisor agrees to indemnify and defend Advisor, its officers,
trustees, partners, employees and any person who controls Advisor for any loss
or expense (including attorneys' fees) arising out of any claim, demand, action,
suit or proceeding arising out of the Sub-Advisor's failure to ensure that the
Portfolio: (a) complies with the diversification requirements of Section 817(h)
of the Code and regulations issued thereunder as these apply to separate
accounts through which variable life insurance contracts and variable annuity
contracts are

                                        7


issued, and (b) continuously qualifies as a regulated investment company under
Sub-Chapter M of the Code.

      It is agreed for purposes of this indemnification and all other provisions
of this Agreement that if the Portfolio assigned to Sub-Advisor for management
as provided in this Agreement is invested in compliance with the diversification
requirements of Section 817(h) of the Code and regulations issued thereunder as
such authorities apply to separate accounts through which variable life
insurance contracts and variable annuity contracts are issued and in a manner
that would permit such portion of the Portfolio to continuously qualify as a
regulated investment company under Sub-Chapter M of the Code, then Sub-Advisor
shall be deemed to have discharged its duties under the preceding sentence.
Provided, however, that the Sub-Advisor is not responsible for the consequences
of following any instructions given by the Advisor with respect to the
composition of or transactions with respect to the Portfolio.

20.   Advisor agrees to indemnify and defend Sub-Advisor, its officers,
trustees, partners, employees and any person who controls Sub-Advisor for any
loss or expense (including reasonable attorneys' fees) arising out of any claim,
demand, action, suit or proceeding arising out of any actual or alleged material
misstatement or omission in the Trust's registration statement, any proxy
statement, or other communication to current or prospective investors in the
Portfolio (other than a misstatement or omission relating to disclosure about
Sub-Advisor approved by the Sub-Advisor or provided to Advisor or the Trust by
Sub-Advisor).

21.   The parties agree that the name of the Sub-Advisor, the names of any
affiliates of the Sub-Advisor and any derivative or logo or trademark or service
mark or trade name are the valuable property of the Sub-Advisor and its
affiliates. The Sub-Advisor may permit the Advisor and the Trust to use its
name, alongside the Advisor's name, in the Portfolio's name and in descriptions
of the Portfolio, as these appear in the Trust's prospectus(es) and/or sales
literature related to the Portfolio, provided, however, that the Advisor and/or
the Trust submit materials using the Sub-Advisor's name, the names of any
affiliates of the Sub-Advisor or any derivative or logo or trademark or service
mark or trade name to the Sub-Advisor for approval prior to their distribution.
Any and all use of the Sub-Advisor's name by either the Advisor or the Trust
shall cease in the event that this Agreement is terminated. If the Advisor or
the Trust makes any unauthorized use of the Sub-Advisor's names, derivatives,
logos, trademarks or service marks or trade names, the parties acknowledge that
the Sub-Advisor shall suffer irresparable harm for which monetary damages may be
inadequate and thus, the Sub-Advisor shall be entitled to injunctive relief, as
well as any other remedy available under the law.

22.   This Agreement shall not become effective unless and until it is approved
by the board of trustees of the Trust, including a majority of trustees who are
not parties to this Agreement or interested persons of any such party to this
Agreement, and, to the extent required by law, a majority of the outstanding
shares of the class of the Trust's stock representing an interest in the
Portfolio. This Agreement shall come into full force and effect on the date
which it is so approved. This Agreement shall continue in effect for two years
and shall thereafter continue in effect from year to year so long as such
continuance is specifically approved at least annually by (a) the board of
trustees of the Trust, or by the vote of a majority of the outstanding shares of
the class of stock representing an interest in the Portfolio, and (b) a majority
of those trustees who

                                        8


are not parties to this Agreement or interested persons of any such party cast
in person at a meeting called for the purpose of voting on such approval.

23.   Notwithstanding any other provision of this Agreement, this Agreement may
be terminated at any time without the payment of any penalty, by the Trust's
board of trustees, or by vote of a majority of the outstanding shares of the
class of stock representing an interest in the Portfolio on sixty days written
notice to the Advisor and Sub-Advisor, or by the Advisor, or by the Sub-Advisor,
on sixty days written notice to the other. This Agreement shall automatically
terminate in the event of its assignment or in the event of the termination of
the investment advisory agreement between the Advisor and the Trust regarding
the Advisor's management of the Portfolio.

24.   This Agreement may be amended by the parties only if such amendment is
specifically approved by (a) a majority of those trustees who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval, and, if required by
applicable law, (b) a majority of votes attributable to the outstanding Trust
shares of the class representing an interest in the Portfolio.

25.   The terms "assignment", "affiliated person" and "interested person", when
used in this Agreement, shall have the respective meanings specified in the 1940
Act. The term "majority of the outstanding shares of the class" means the lesser
of (a) 67% or more of the votes attributable to shares of such class present at
a meeting if more than 50% of the votes attributable to such shares are present
or represented by proxy or (b) more than 50% of the votes attributable to shares
of such class.

26.   This Agreement shall be construed in accordance with laws of the State of
Delaware, and applicable provisions of the Advisers Act and 1940 Act.

27.   If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.

      IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                    Roszel Advisors, LLC

ATTEST:  _______________________    By:  ____________________________
                                    Name:  John Manetta
                                    Title: President

                                    Franklin Templeton Portfolio Advisors, Inc.
                                    through its Franklin Portfolio Advisors
                                    division

ATTEST:  ______________________     By:  _____________________________
                                    Name:
                                    Title:

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