1838 BOND-DEBENTURE TRADING FUND



                          INVESTMENT ADVISORY AGREEMENT



                  AGREEMENT, made by and between 1838 BOND-DEBENTURE TRADING

FUND, a Delaware corporation (hereinafter called the "Fund"), and 1838

INVESTMENT ADVISORS, LLC, a Delaware limited liability company (hereinafter

called the "Investment Adviser").



                              W I T N E S S E T H:



                  WHEREAS, the Fund has been organized and operates as an

investment company registered under the Investment Company Act of 1940 (the

"1940 Act") and engages in the business of investing and reinvesting its assets

in securities, and the Investment Adviser is a registered Investment Adviser

under the Investment Advisers Act of 1940 (the "Advisers Act") and engages in

the business of providing investment management services; and



                  WHEREAS, the Fund has selected the Investment Adviser to serve

as the investment adviser for the Fund; and



                  WHEREAS, the Investment Adviser has served as investment

adviser to the Fund since July 31, 1998, while operating as a Delaware

corporation under the name "1838 Investment Advisors, Inc.;" and



                  WHEREAS, the Investment Advisor changed its form of

organization from a Delaware corporation to a Delaware limited liability company

effective December 31, 2000, and changed its name to 1838 Investment Advisors,

LLC to reflect the change in form of organization; and



                  WHEREAS, the change in the Investment Adviser's form of

organization does not constitute a change in control of the Investment Adviser;

and

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                  WHEREAS, a majority of the members of the Board of Directors

of the Fund, including a majority of the independent Directors, at an in-person

Board of Directors meeting held on December 14, 2000, called for the purpose of

voting on approval of this Agreement, approved the change in the Investment

Adviser's form of organization, the change in the Investment Adviser's name, and

this Agreement which reflects the Investment Adviser's new name, and contains

terms substantially identical to the terms of the Investment Advisory Agreement

between the Fund and the Investment Adviser dated July 31, 1998, such approval

of this Agreement to be effective as of December 31, 2000.



                  NOW, THEREFORE, in consideration of the mutual covenants

herein contained, and each of the parties hereto intending to be legally bound,

it is agreed as follows:



                  1. The Fund hereby employs the Investment Adviser to manage

the investment and reinvestment of the Fund's assets and to administer its

affairs, subject to the direction of the Board of Directors and officers of the

Fund for the period and on the terms hereinafter set forth. The Investment

Adviser hereby accepts such employment and agrees during such period to render

the services and assume the obligations herein set forth for the compensation

herein provided. The Investment Adviser shall for all purposes herein, be deemed

to be an independent contractor, and shall, unless otherwise expressly provided

and authorized, have no authority to act for or to represent the Fund in any

way, or in any way be deemed an agent of the Fund. The Investment Adviser shall

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