Common use of COMPENSATION OF SUBADVISER Clause in Contracts

COMPENSATION OF SUBADVISER. As compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Fixed Income Portion”, the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Fixed Income Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition to the compensation provided for above with respect to the Fixed Income Portion of the Fund, as compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each fee shall be prorated according to the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such fees. For purposes hereof, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of the Fund in connection with the determination of net asset value of its shares. On any day that the net asset value determination is suspended as specified in the Fund’s Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined.

COMPENSATION OF SUBADVISER. As compensation for all investment advisory and management services to be rendered hereunder by (i) Until such time as the Subadviser with respect is paid pursuant to Section 2(b)(ii) of this Agreement, and during the portion of the Fund designated by the Investment Adviser as the “Fixed Income Portion”, the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly period when this Agreement is in arrears, which varies in accordance with the net asset value of the Fixed Income Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition to the compensation provided for above with respect to the Fixed Income Portion of the Fundeffect, as compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion)hereunder, the Investment Adviser will pay the Subadviser an annual subadvisory fee, computed daily and paid quarterly monthly in arrears, which varies as set forth on Schedule A to this Agreement. With respect to such subadvisory fee, the Fund shall be the `Investment Type,' as set forth on Schedule A. For purposes of determining the applicable fees under this Section 2(b)(i), the assets under management being referred to in accordance with the net asset value column `Fee Tier Structure by Assets under Management' of the Equity Portion of the Fund. The annual subadvisory fee is expressed as a percent of Schedule A shall refer to the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each fee shall be prorated according to the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such feesFund. For purposes hereofof this Section 2(b)(i), the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed as required by the 1940 Act and in accordance with any procedures approved by the manner specified in the Fund’s Prospectus and Statement Board of Additional Information Trustees for the computation of the value of the net assets of the Fund in connection with the determination of net asset value of its shares. On any day that the net asset value determination is suspended as specified in the Fund’s 's Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. The Investment Adviser represents to the Subadviser that, so long as the subadvisory fee is determined in accordance with this Section 2(b), the same computation of net asset value shall be used in connection with determining the investment advisory fee of the Investment Adviser, and the Investment Adviser shall promptly notify the Subadviser in writing if the two computations of net asset value ever differ from each other. (A) Notwithstanding anything to the contrary thereto in Section 2(b)(i), at such time as the Adviser determines, as compensation for all investment advisory and management services to be rendered hereunder during the period of time beginning as of the day and year first written above and ending twenty-four (24) months thereafter (such period being the `Initial Period of the Agreement'), the Adviser shall pay the Subadviser the annual subadvisory fee set forth on Schedule A to this Agreement. The subadvisory fee will be paid monthly in arrears. With respect to such fees, the Fund shall have the same `Investment Type' as utilized in Section 2(b)(i) above. For purposes of determining the applicable fees under this Section 2(b)(ii)(A), the assets under management being referred to in the column `Fee Tier Structure by Assets under Management' of Schedule A shall refer to assets under management being calculated by aggregating the assets of the same Investment Type as the Fund for which the Subadviser provides investment management services to the `DB Group' or the `Preferred Clients,' each as defined below, pursuant to a subadvisory agreement substantially similar to this Agreement across all vehicles, structures, funds, etc. (including, without limitation, mutual funds, commingled funds and separately managed accounts) within the same Investment Type as the Fund. (B) Following the Initial Period of the Agreement, the investment management fees paid by the Adviser to the Subadviser hereunder shall be, in the aggregate, (i) no greater than those which the Subadviser charges to any of its other clients for `Substantially Similar Mandates' with `Substantially Similar Levels of Assets under Management,' each as defined below, and (ii) competitive with the aggregate investment management fees customarily charged by leading investment advisers that compete in the particular investment management market for Substantially Similar Mandates with Substantially Similar Levels of Asset Under Management. Such fees shall be adjusted, beginning as of the first day following the Initial Period of the Agreement and thereafter as of each January 1, so as to comply with the immediately preceding sentence.

COMPENSATION OF SUBADVISER. As compensation for all investment advisory and management services to be rendered hereunder by (i) Until such time as the Subadviser with respect is paid pursuant to Section 2(b)(ii) of this Agreement, and during the portion of the Fund designated by the Investment Adviser as the “Fixed Income Portion”, the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly period when this Agreement is in arrears, which varies in accordance with the net asset value of the Fixed Income Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition to the compensation provided for above with respect to the Fixed Income Portion of the Fundeffect, as compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion)hereunder, the Investment Adviser will pay the Subadviser an annual subadvisory fee, computed daily and paid quarterly monthly in arrears, which varies as set forth on Schedule A to this Agreement. With respect to such monthly in accordance with arrears, as set forth on Schedule A to this Agreement. With respect to such subadvisory fee, the net asset value Portfolios shall be the ‘Investment Type,’ as set forth on Schedule A. For purposes of determining the Equity Portion applicable fees under this Section 2(b)(i), the assets under management being referred to in the column ‘Fee Tier Structure by Assets under Management’ of the Fund. The annual subadvisory fee is expressed as a percent of Schedule A shall refer to the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each fee shall be prorated according to the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such feesPortfolio. For purposes hereofof this Section 2(b)(i), the value of net assets of the Fund (and of each portion of the Fund, as provided above) Portfolio shall be computed as required by the 1940 Act and in accordance with any procedures approved by the manner specified in the Fund’s Prospectus and Statement Board of Additional Information Trustees for the computation of the value of the net assets of the Fund Portfolio in connection with the determination of net asset value of its shares. On any day that the net asset value determination is suspended as specified in the FundPortfolio’s Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. The Investment Adviser represents to the Subadviser that, so long as the subadvisory fee is determined in accordance with this Section 2(b), the same computation of net asset value shall be used in connection with determining the investment advisory fee of the Investment Adviser, and the Investment Adviser shall promptly notify the Subadviser in writing if the two computations of net asset value ever differ from each other. (ii) (A) Notwithstanding anything to the contrary thereto in Section 2(b)(i), at such time as the Adviser determines, as compensation for all investment advisory and management services to be rendered hereunder during the period of time beginning as of the day and year first written above and ending twenty-four (24) months thereafter (such period being the ‘Initial Period of the Agreement’), the Adviser shall pay the Subadviser the annual subadvisory fee set forth on Schedule A to this Agreement. The subadvisory fee will be paid monthly in arrears. With respect to such fees, the Portfolio shall have the same ‘Investment Type’ as utilized in Section 2(b)(i) above. For purposes of determining the applicable fees under this Section 2(b)(ii)(A), the assets under management being referred to in the column ‘Fee Tier Structure by Assets under Management’ of Schedule A shall refer to assets under management being calculated by aggregating the assets of the same Investment Type as the Portfolio for which the Subadviser provides investment management services to the ‘DB Group’ or the ‘Preferred Clients,’ each as defined below, pursuant to a subadvisory agreement substantially similar to this Agreement across all vehicles, structures, funds, etc. (including, without limitation, mutual funds, commingled funds and separately managed accounts) within the same Investment Type as the Portfolio.

COMPENSATION OF SUBADVISER. As compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Fixed Income Portion”, the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Fixed Income Portion of the FundFund minus any investment allocation of the Fixed Income Portion of the Fund to a registered investment company advised by Fxxxxxxx or an affiliate of Franklin. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition to the compensation provided for above with respect to the Fixed Income Portion of the Fund, as compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the FundFund minus any investment allocation of the Equity Portion of the Fund to a registered investment company advised by Fxxxxxxx or an affiliate of Franklin. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each fee shall be prorated according to the proportion which such period bears to a full fiscal quarter. The Subadviser’s 's fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such fees. For purposes hereof, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of the Fund in connection with the determination of net asset value of its shares. On any day that the net asset value determination is suspended as specified in the Fund’s Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined.

COMPENSATION OF SUBADVISER. As its compensation for all investment advisory and management services hereunder, the Adviser shall pay to be rendered hereunder by Subadviser promptly after the Subadviser end of each month, a fee at the annual rates set forth in Schedule A hereto with respect to the portion of the Fund designated assets managed by the Investment Adviser as Subadviser for each Portfolio listed thereon. To the “Fixed Income Portion”extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value aggregate expenses of the Fixed Income Portion of Portfolio in any fiscal year exceed the Fund. The annual subadvisory fee is expressed specified expense limitation ratios for that year (calculated on a daily basis), as a percent result of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition which Adviser is required to the compensation provided for above with respect to the Fixed Income Portion of the Fund, as compensation for all investment reduce or refund its advisory and management services to be rendered hereunder fee payable by the Portfolio, Subadviser with respect agrees to waive such portion of its subadvisory fee in the same proportion as the fees waived by the Adviser bear to the portion total advisory and management fee paid by the Portfolio. Such waiver, however, shall not exceed the full amount of the Fund designated subadvisory fee for such year except as may be elected by Subadviser in its discretion. For this purpose, aggregate expenses of the Portfolio shall include the compensation of Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by Subadviser to Adviser, Adviser agrees to reimburse Subadviser for any expenses waived, provided that Adviser has been reimbursed by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the FundTrust. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each Subadviser's fee shall be prorated according to accrued daily at 1/365th of the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such feesapplicable annual rate set forth above. For purposes hereofthe purpose of accruing compensation, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of the Fund Portfolio shall be that determined in connection with the determination manner and on the dates set forth in the current prospectus of net asset value of its shares. On any day that the Trust and, on days on which the net asset value determination is suspended as specified in the Fund’s Prospectusassets are not so determined, the net asset value for purposes of calculating the advisory fee computation to be used shall be calculated as of determined on the date last next day on which the net assets shall have been determined.

COMPENSATION OF SUBADVISER. As its compensation for all investment advisory and management services hereunder, Adviser shall pay to be rendered hereunder by Subadviser promptly after the Subadviser with respect to the portion end of the Fund designated by the Investment Adviser as the “Fixed Income Portion”each month, the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies a fee calculated in accordance with the net asset value of the Fixed Income Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Fixed Income Portion indicated Portfolio as set forth in Schedule A hereto. To the extent required by the laws of any state in which the Fund as follows: In addition Trust is subject to an expense guarantee limitation, if the compensation provided aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for above with respect to the Fixed Income Portion of the Fundthat year (calculated on a daily basis), as compensation for all investment a result of which Adviser is required to reduce or refund its advisory and management services fee payable by a Portfolio, Subadviser agrees to waive such portion of its subadvisory fee in the same proportion as the fees waived by Adviser bear to the total advisory and management fee paid by such Portfolio. Such waiver, however, shall not exceed the full amount of the subadvisory fee for such year except as may be rendered hereunder elected by Subadviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by Subadviser to Adviser, Adviser agrees to reimburse Subadviser for any expenses waived, provided that Adviser has been reimbursed by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the FundTrust. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each Subadviser's fee shall be prorated according to accrued daily at 1/365th of the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such feesapplicable annual rate set forth above. For purposes hereofthe purpose of accruing compensation, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of a Portfolio shall be that determined in the Fund manner and on the dates set forth in connection with the determination current prospectus of net asset value of its shares. On any day that the Trust and, on days on which the net asset value determination is suspended as specified in the Fund’s Prospectusassets are not so determined, the net asset value for purposes of calculating the advisory fee computation to be used shall be calculated as of determined on the date last next day on which the net assets shall have been determined.

COMPENSATION OF SUBADVISER. As compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Fixed Income Portion”hereunder, the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Fixed Income Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition $0 to the compensation provided for above with respect $200 million 0.04% Over $200 million to the Fixed Income Portion of the Fund, as compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: $400 million 0.03% Over $400 million 0.02% For any period less than a full fiscal quarter during which this Agreement is in effect, each the fee shall be prorated according to the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees 's fee shall be payable solely by the Investment Adviser, and without regard to any reduction in fees paid by the Fund to the Investment Adviser under its management contract as a result of any voluntary fee reduction assumed by the Investment Adviser. Such fee shall be payable to the Subadviser for each quarter within thirty days after the end of each such quarter. The Fund shall have no responsibility for such feesfee. For purposes hereof, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of the Fund in connection with the determination of net asset value of its shares. On any day that the net asset value determination is suspended as specified in the Fund’s Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. If at the end of each one year period starting December 1, 2010 (each a “Minimum Annual Fee Period”), the total subadvisory fees paid and payable under the fee schedule provided above in this Section 3 for such Minimum Annual Fee Period are less than the Minimum Annual Fee set forth below for the relevant Minimum Annual Fee Period, the difference between the amount of subadvisory fees paid and payable under such schedule and the Minimum Annual Fee shall be due and payable to the Subadviser no later than 45 days after the end of such Minimum Annual Fee Period. For any Minimum Annual Fee Period during which this Agreement is in effect with respect to a Fund for less than a full year, the Minimum Annual Fee shall be prorated by multiplying the Minimum Annual Fee by a fraction, the numerator of which is the number of days the Agreement was in effect during the Minimum Annual Fee Period and the denominator of which is 365. The Minimum Annual Fee shall be payable solely by the Investment Adviser. The Funds shall have no responsibility for such fee.

COMPENSATION OF SUBADVISER. As compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Fixed Income Portion”hereunder, the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Fixed Income Portion of the each Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition to the compensation provided for above with respect to the Fixed Income Portion of the Fund, as compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the each Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effecteffect as to a Fund, each the fee shall be prorated according to the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees 's fee shall be payable solely by the Investment Adviser. The Fund Funds shall have no responsibility for such feesfee. For purposes hereof, the value of net assets of the each Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of the Fund in connection with the determination of net asset value of its shares. On any day that the net asset value determination is suspended as specified in the a Fund’s Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. If at the end of each one year period since the Funds’ inception date (each a “Minimum Annual Fee Period”), the total subadvisory fees paid and payable under the fee schedule provided above in this Section 4 for such Minimum Annual Fee Period are less than the Minimum Annual Fee set forth below for the relevant Minimum Annual Fee Period, the difference between the amount of subadvisory fees paid and payable under such schedule and the Minimum Annual Fee shall be due and payable to the Subadviser no later than 45 days after the end of such Minimum Annual Fee Period. During the initial Minimum Annual Fee Period, if this Agreement is in effect with respect to a Fund for less than the full year, the Investment Adviser will pay the Subadviser the full Minimum Annual Fee for Year 1. For any subsequent Minimum Annual Fee Period during which this Agreement is in effect with respect to a Fund for less than a full year, the Minimum Annual Fee shall be prorated first by assigning one-third of the applicable minimum amount to each Fund (the “Fund Minimum”) and then, with respect to each Fund, multiplying such Fund Minimum by a fraction, the numerator of which is the number of days the Agreement was in effect as to such Fund during the Minimum Annual Fee Period and the denominator of which is 365, and then totaling the results, provided, however, that if this Agreement is not in effect at all during the relevant Minimum Annual Fee Period with respect to a Fund, the Fund Minimum with respect to such Fund for such period shall be $0. The Minimum Annual Fee shall be payable solely by the Investment Adviser. The Funds shall have no responsibility for such fee.

COMPENSATION OF SUBADVISER. As its compensation for all investment advisory and management services hereunder, the Adviser shall pay to be rendered hereunder by Subadviser promptly after the Subadviser end of each month, a fee at the annual rates set forth in Schedule A hereto with respect with respect to the portion of the Fund designated assets managed by the Investment Adviser as Subadviser for each Portfolio listed thereon. To the “Fixed Income Portion”extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the Investment Adviser will pay aggregate expenses of any Portfolio in any fiscal year exceed the Subadviser an annual feespecified expense limitation ratios for that year (calculated on a daily basis), computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Fixed Income Portion of the Fund. The annual subadvisory fee is expressed as a percent result of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition which Adviser is required to the compensation provided for above with respect to the Fixed Income Portion of the Fund, as compensation for all investment reduce or refund its advisory and management services fee payable by a Portfolio, Subadviser agrees to be rendered hereunder waive such portion of its subadvisory fee in the same proportion as the fees waived by the Subadviser with respect Adviser bear to the portion total advisory and management fee paid by such Portfolio. Such waiver, however, shall not exceed the full amount of the Fund designated subadvisory fee for such year except as may be elected by Subadviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by Subadviser to Adviser, Adviser agrees to reimburse Subadviser for any expenses waived, provided that Adviser has been reimbursed by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the FundTrust. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each Subadviser's fee shall be prorated according to accrued daily at 1/365th of the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such feesapplicable annual rate set forth above. For purposes hereofthe purpose of accruing compensation, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of a Portfolio shall be that determined in the Fund manner and on the dates set forth in connection with the determination current prospectus of net asset value of its shares. On any day that the Trust and, on days on which the net asset value determination is suspended as specified in the Fund’s Prospectusassets are not so determined, the net asset value for purposes of calculating the advisory fee computation to be used shall be calculated as of determined on the date last next day on which the net assets shall have been determined.

COMPENSATION OF SUBADVISER. As compensation Subadviser will bear all expenses that it incurs in connection with the performance of its services under this Agreement, which expenses shall not include any expenses of Manager, the Fund or the Allocated Portion, including without limitation: (a) brokerage fees or commissions in connection with the effectuation of securities transactions for the Funds; (b) interest and taxes; (c) custodian fees and expenses; and (d) costs, including without limitation external legal costs, of entering into all agreements, documents, authorizations, forms and other instruments needed to trade or enter into instruments and investments for the Fund, including exchange traded and over-the-counter derivative contracts, securities and instruments. The Fund or the Manager, and not Subadviser, are responsible for post investment advisory decision, pre-acquisition due diligence expenses ("Due Diligence") incurred on behalf of the Fund as part of the cost of acquisition of certain investment opportunities and management services post investment expenditures to protect or enhance an investment or expenditures incurred to pursue other claims or legal action ("Legal Services"). Compensation payable for Due Diligence and Legal Services shall be rendered hereunder by the responsibility of Manager or the Fund, not the Subadviser. Manager represents and warrants to Subadviser that it will pay to Subadviser any reasonable amounts due to Subadviser with respect to Due Diligence and Legal Services that are not paid promptly by Fund. The Manager's or the portion Fund's obligation to pay expenses or compensation under this paragraph is contingent on the Manager's receipt of such documentation as the Fund designated Manager may reasonably require. All other expenses not specifically assumed by the Investment Adviser as Subadviser hereunder or by the “Fixed Income Portion”Manager under the Management Agreement are borne by the Fund. For the services provided and the expenses assumed pursuant to this Agreement, the Investment Adviser Manager will pay to Subadviser, effective from the Subadviser an annual feedate of this Agreement, computed a fee which shall be accrued daily and paid quarterly in arrearsmonthly, which varies in accordance with on or before the net asset value last business day of the Fixed Income Portion next succeeding calendar month, based on the assets of the Fund. The Allocated Portion at the annual subadvisory fee is expressed rates as a percent percentage of the such average daily net assets set forth in the attached Schedule A, which Schedule may be modified from time to time upon mutual written agreement of the Fixed Income Portion of the Fund as follows: In addition parties to the compensation provided for above with respect reflect changes in annual rates, subject to the Fixed Income Portion of the Fund, as compensation for all investment advisory and management services to be rendered hereunder any approvals required by the Subadviser with respect 1940 Act. For the purpose of xetermining fees payable to the portion of the Fund designated by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion)Subadviser, the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion Funds' average daily assets allocated to Subadviser under this Agreement shall be computed at the times and in the manner specified in the Funds' Prospectus or Statement of Additional Information as from time to time in effect. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the Fund. The annual subadvisory fee is expressed month or from the beginning of such month to the date of termination, as a percent of the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effectcase may be, each fee shall be prorated according to the proportion that such partial month bears to the full month in which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such fees. For purposes hereof, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of the Fund in connection with the determination of net asset value of its shares. On any day that the net asset value determination is suspended as specified in the Fund’s Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determinedeffectiveness or termination occurs.

COMPENSATION OF SUBADVISER. As The amount of the compensation to Subadviser is computed at the annual rate of 0.10% of each Fund's daily net assets; provided, however, that the Subadviser agrees to waive such advisory fee for all investment advisory and management services the first six months from the effective date of this Agreement. The fee is payable monthly in arrears, based on the average daily net assets of each Fund for each month. During any period when the determination of the Fund's net asset value is suspended by the Directors of the Fund, the net asset value of a share of the Fund as of the last business day prior to such suspension shall, for the purpose of this paragraph, be deemed to be rendered hereunder by the net asset value at the close of each succeeding business day until it is again determined. However, no such fee shall be paid to the Subadviser with respect to the portion any assets of the Fund designated by that may be invested in any other investment company for which the Investment Adviser Subadviser serves as investment adviser or Subadviser. The fee provided for hereunder shall be prorated in any month in which this Agreement is not in effect for the entire month. The Subadviser shall be entitled to receive fees hereunder only for such periods as the “Fixed Income Portion”Adviser Investment Advisory Agreement remains in effect. In computing the fee to be paid to Subadviser, the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Fixed Income Portion Fund shall be valued as set forth in the then current Registration Statement of the FundCompany. The annual subadvisory fee is expressed as Adviser and Subadviser shall not be considered to be partners or participants in a percent of joint venture. Subadviser will pay its own expenses for the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition to the compensation provided for above with respect to the Fixed Income Portion of the Fund, as compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect provided pursuant to the portion this Agreement and will not be obligated to pay any expenses of the Fund designated by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion)Adviser, the Investment Adviser will pay Company or the Subadviser an annual feeFunds. Except as otherwise provided herein, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each fee shall be prorated according to the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such fees. For purposes hereof, the value Company and the Funds will not be obligated to pay any expenses of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of the Fund in connection with the determination of net asset value of its shares. On any day that the net asset value determination is suspended as specified in the Fund’s Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determinedSubadviser.

COMPENSATION OF SUBADVISER. As compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Fixed Income Portion”hereunder, the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Fixed Income Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition $0 to the compensation provided for above with respect $200 million 0.080% Over $200 million to the Fixed Income Portion of the Fund, as compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: $400 million 0.050% Over $400 million 0.040% For any period less than a full fiscal quarter during which this Agreement is in effect, each the fee shall be prorated according to the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees 's fee shall be payable solely by the Investment Adviser, and without regard to any reduction in fees paid by the Fund to the Investment Adviser under its management contract as a result of any voluntary fee reduction assumed by the Investment Adviser. Such fee shall be payable to the Subadviser for each quarter within thirty days after the end of each such quarter. The Fund shall have no responsibility for such feesfee. For purposes hereof, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of the Fund in connection with the determination of net asset value of its shares. On any day that the net asset value determination is suspended as specified in the Fund’s Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. If at the end of each one year period starting December 1, 2010 (each a “Minimum Annual Fee Period”), the total subadvisory fees paid and payable under the fee schedule provided above in this Section 3 for such Minimum Annual Fee Period are less than the Minimum Annual Fee set forth below for the relevant Minimum Annual Fee Period, the difference between the amount of subadvisory fees paid and payable under such schedule and the Minimum Annual Fee shall be due and payable to the Subadviser no later than 45 days after the end of such Minimum Annual Fee Period. For any Minimum Annual Fee Period during which this Agreement is in effect with respect to a Fund for less than a full year, the Minimum Annual Fee shall be prorated by multiplying the Minimum Annual Fee by a fraction, the numerator of which is the number of days the Agreement was in effect during the Minimum Annual Fee Period and the denominator of which is 365. The Minimum Annual Fee shall be payable solely by the Investment Adviser. The Funds shall have no responsibility for such fee.

COMPENSATION OF SUBADVISER. As its compensation for all investment advisory and management services hereunder, the Adviser shall pay to be rendered hereunder by Subadviser promptly after the Subadviser end of each month, a fee at the annual rates set forth in Schedule A hereto with respect to the portion of the Fund designated assets managed by the Investment Adviser as Subadviser for each Portfolio listed thereon. To the “Fixed Income Portion”extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the Investment Adviser will pay aggregate expenses of any Portfolio in any fiscal year exceed the Subadviser an annual feespecified expense limitation ratios for that year (calculated on a daily basis), computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Fixed Income Portion of the Fund. The annual subadvisory fee is expressed as a percent result of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition which Adviser is required to the compensation provided for above with respect to the Fixed Income Portion of the Fund, as compensation for all investment reduce or refund its advisory and management services fee payable by a Portfolio, Subadviser agrees to be rendered hereunder waive such portion of its subadvisory fee in the same proportion as the fees waived by the Subadviser with respect Adviser bear to the portion total advisory and management fee paid by such Portfolio. Such waiver, however, shall not exceed the full amount of the Fund designated subadvisory fee for such year except as may be elected by Subadviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by Subadviser to Adviser, Adviser agrees to reimburse Subadviser for any expenses waived, provided that Adviser has been reimbursed by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the FundTrust. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each Subadviser's fee shall be prorated according to accrued daily at 1/365th of the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such feesapplicable annual rate set forth above. For purposes hereofthe purpose of accruing compensation, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of a Portfolio shall be that determined in the Fund manner and on the dates set forth in connection with the determination current prospectus of net asset value of its shares. On any day that the Trust and, on days on which the net asset value determination is suspended as specified in the Fund’s Prospectusassets are not so determined, the net asset value for purposes of calculating the advisory fee computation to be used shall be calculated as of determined on the date last next day on which the net assets shall have been determined.

COMPENSATION OF SUBADVISER. As its compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Fixed Income Portion”hereunder, the Investment Adviser will shall pay to Subadviser promptly after the Subadviser an annual feeend of each month, computed daily and paid quarterly in arrears, which varies a fee calculated in accordance with the net asset value of the Fixed Income Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Fixed Income Portion of the Fund indicated Portfolio as follows: In addition Xxxxxxx Sachs Research Portfolio: .80% per annum on the first $500 million; .70% per annum over $500 million. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the compensation provided aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for above with respect to the Fixed Income Portion of the Fundthat year (calculated on a daily basis), as compensation for all investment a result of which Adviser is required to reduce or refund its advisory and management services fee payable by a Portfolio, Subadviser agrees to be rendered hereunder waive such portion of its subadvisory fee in the same proportion as the fees waived by the Subadviser with respect Adviser bear to the portion total advisory and management fee paid by such Portfolio. Such waiver, however, shall not exceed the full amount of the Fund designated subadvisory fee for such year except as may be elected by Subadviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by Subadviser to Adviser, Adviser agrees to reimburse Subadviser for any expenses waived, provided that Adviser has been reimbursed by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the FundTrust. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each Subadviser's fee shall be prorated according to accrued daily at 1/365th of the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such feesapplicable annual rate set forth above. For purposes hereofthe purpose of accruing compensation, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of a Portfolio shall be that determined in the Fund manner and on the dates set forth in connection with the determination current prospectus of net asset value of its shares. On any day that the Trust and, on days on which the net asset value determination is suspended as specified in the Fund’s Prospectusassets are not so determined, the net asset value for purposes of calculating the advisory fee computation to be used shall be calculated as of determined on the date last next day on which the net assets shall have been determined.

COMPENSATION OF SUBADVISER. As its compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Fixed Income Portion”hereunder, the Investment Adviser will shall pay to Subadviser promptly after the Subadviser an annual feeend of each month, computed daily and paid quarterly in arrears, which varies a fee calculated in accordance with the net asset value of the Fixed Income Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Fixed Income Portion of the Fund indicated Portfolio as follows: In addition Global Bond Portfolio: .40% per annum on the first $50 million; .30% per annum on the next $100 million; .25% per annum on the next $100 million; .20% per annum thereafter. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the compensation provided aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for above with respect to the Fixed Income Portion of the Fundthat year (calculated on a daily basis), as compensation for all investment a result of which Adviser is required to reduce or refund its advisory and management services fee payable by a Portfolio, Subadviser agrees to be rendered hereunder waive such portion of its subadvisory fee in the same proportion as the fees waived by the Subadviser with respect Adviser bear to the portion total advisory and management fee paid by such Portfolio. Such waiver, however, shall not exceed the full amount of the Fund designated subadvisory fee for such year except as may be elected by Subadviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by Subadviser to Adviser, Adviser agrees to reimburse Subadviser for any expenses waived, provided that Adviser has been reimbursed by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the FundTrust. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each Subadviser's fee shall be prorated according to accrued daily at 1/365th of the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such feesapplicable annual rate set forth above. For purposes hereofthe purpose of accruing compensation, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of a Portfolio shall be that determined in the Fund manner and on the dates set forth in connection with the determination current prospectus of net asset value of its shares. On any day that the Trust and, on days on which the net asset value determination is suspended as specified in the Fund’s Prospectusassets are not so determined, the net asset value for purposes of calculating the advisory fee computation to be used shall be calculated as of determined on the date last next day on which the net assets shall have been determined.

COMPENSATION OF SUBADVISER. As its compensation for all investment advisory and management services hereunder, the Adviser shall pay to be rendered hereunder by Subadviser promptly after the Subadviser end of each month, a fee at the annual rates set forth in Schedule A hereto with respect with respect to the portion of the Fund designated assets managed by the Investment Adviser as Subadviser for each Portfolio listed thereon. To the “Fixed Income Portion”extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value aggregate expenses of the Fixed Income Portion of Portfolio in any fiscal year exceed the Fund. The annual subadvisory fee is expressed specified expense limitation ratios for that year (calculated on a daily basis), as a percent result of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition which Adviser is required to the compensation provided for above with respect to the Fixed Income Portion of the Fund, as compensation for all investment reduce or refund its advisory and management services to be rendered hereunder fee payable by the Portfolio, Subadviser with respect agrees to waive such portion of its subadvisory fee in the same proportion as the fees waived by the Adviser bear to the portion total advisory and management fee paid by the Portfolio. Such waiver, however, shall not exceed the full amount of the Fund designated subadvisory fee for such year except as may be elected by Subadviser in its discretion. For this purpose, aggregate expenses of the Portfolio shall include the compensation of Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by Subadviser to Adviser, Adviser agrees to reimburse Subadviser for any expenses waived, provided that Adviser has been reimbursed by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the FundTrust. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: For any period less than a full fiscal quarter during which this Agreement is in effect, each Subadviser's fee shall be prorated according to accrued daily at 1/365th of the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees shall be payable solely by the Investment Adviser. The Fund shall have no responsibility for such feesapplicable annual rate set forth above. For purposes hereofthe purpose of accruing compensation, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of the Fund Portfolio shall be that determined in connection with the determination manner and on the dates set forth in the current prospectus of net asset value of its shares. On any day that the Trust and, on days on which the net asset value determination is suspended as specified in the Fund’s Prospectusassets are not so determined, the net asset value for purposes of calculating the advisory fee computation to be used shall be calculated as of determined on the date last next day on which the net assets shall have been determined.

COMPENSATION OF SUBADVISER. As compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Fixed Income Portion”hereunder, the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Fixed Income Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Fixed Income Portion of the Fund as follows: In addition $0 to the compensation provided for above with respect $200 million 0.060% Over $200 million to the Fixed Income Portion of the Fund, as compensation for all investment advisory and management services to be rendered hereunder by the Subadviser with respect to the portion of the Fund designated by the Investment Adviser as the “Equity Portion” (which will be separate and distinct from the Fixed Income Portion), the Investment Adviser will pay the Subadviser an annual fee, computed daily and paid quarterly in arrears, which varies in accordance with the net asset value of the Equity Portion of the Fund. The annual subadvisory fee is expressed as a percent of the average daily net assets of the Equity Portion of the Fund as follows: $400 million 0.045% Over $400 million 0.035% For any period less than a full fiscal quarter during which this Agreement is in effect, each the fee shall be prorated according to the proportion which such period bears to a full fiscal quarter. The Subadviser’s fees 's fee shall be payable solely by the Investment Adviser, and without regard to any reduction in fees paid by the Fund to the Investment Adviser under its management contract as a result of any voluntary fee reduction assumed by the Investment Adviser. Such fee shall be payable to the Subadviser for each quarter within thirty days after the end of each such quarter. The Fund shall have no responsibility for such feesfee. For purposes hereof, the value of net assets of the Fund (and of each portion of the Fund, as provided above) shall be computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the value of the net assets of the Fund in connection with the determination of net asset value of its shares. On any day that the net asset value determination is suspended as specified in the Fund’s Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. If at the end of each one year period starting December 1, 2010 (each a “Minimum Annual Fee Period”), the total subadvisory fees paid and payable under the fee schedule provided above in this Section 3 for such Minimum Annual Fee Period are less than the Minimum Annual Fee set forth below for the relevant Minimum Annual Fee Period, the difference between the amount of subadvisory fees paid and payable under such schedule and the Minimum Annual Fee shall be due and payable to the Subadviser no later than 45 days after the end of such Minimum Annual Fee Period. For any Minimum Annual Fee Period during which this Agreement is in effect with respect to a Fund for less than a full year, the Minimum Annual Fee shall be prorated by multiplying the Minimum Annual Fee by a fraction, the numerator of which is the number of days the Agreement was in effect during the Minimum Annual Fee Period and the denominator of which is 365. The Minimum Annual Fee shall be payable solely by the Investment Adviser. The Funds shall have no responsibility for such fee.