Common use of Duties as Manager Clause in Contracts

Duties as Manager. Subject to the supervision of the Directors of the Company, the Manager shall administer each Portfolio's business affairs and manage the investment operations of each Portfolio and the composition of the portfolio of each Portfolio, including the purchase, retention and disposition thereof, in accordance with the investment objectives, policies and restrictions of each Portfolio, as stated in its currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (excluding those being maintained by the Portfolio's custodian and transfer agent except as to which the Manager has supervisory functions) and other than those being maintained by the Portfolio's subadviser, if any; and (iii) furnish each Portfolio with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each Portfolio's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfolio, and what portion of each Portfolio's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-Laws and Prospectus (each as hereinafter defined) of the Company and with the instructions and directions of the Directors of the Company, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Company's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors may direct from time to time. It is recognized that, in providing a Portfolio with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser may be a party. It is understood that none of the Portfolios, nor the Company or the Manager or subadviser, has adopted a formula for allocation of a Portfolio's investment transaction business. It is also understood that it is desirable for each Portfolio that the Manager or any subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser is authorized to place orders for the purchase and sale of securities for a Portfolio with such certain brokers, subject to review by the Company's Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser in connection with its services to other clients. On occasions when the Manager or any subadviser deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other clients, the Manager or any subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio and to such other clients. (f) The Manager shall maintain all books and records with respect to each Portfolio's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Company's Directors such periodic and special reports as the Directors may reasonably request. (g) The Manager shall provide the Company's custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the Company, including the Portfolios, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser or sub-administrator in which the Manager delegates to such subadviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors of the Company, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio the Fund and the composition of the portfolio of each Portfoliothe Fund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each Portfoliothe Fund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) A. The Manager shall (i) furnish each Portfolio the Funds with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio the Funds (excluding those being maintained by the Portfolio's custodian and transfer agent Funds' Custodian, Transfer Agent except as to which the Manager has supervisory functions) and other than those being maintained by the Portfolio's subadviserFunds' subadvisor, if any; and (iii) furnish each Portfolio the Funds with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) B. The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) C. The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) D. The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-Laws and Prospectus (each as hereinafter defined) of the Company and with the instructions and directions of the Directors of the Company, Company and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) E. The Manager, and any subadviser subadvisor to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio the Funds and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Company's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors may direct from time to time. It is recognized that, in providing a Portfolio the Funds with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser subadvisor will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser subadvisor may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser subadvisor may be a party. It is understood that none of neither the PortfoliosFunds, nor the Company or nor the Manager or subadviser, any subadvisor has adopted a formula for allocation of a Portfolio's the Funds' investment transaction business. It is also understood that it is desirable for each Portfolio the Funds that the Manager or any subadviser subadvisor have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio the Funds than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser subadvisor is authorized to place orders for the purchase and sale of securities for a Portfolio the Funds with such certain brokers, subject to review by the Company's Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser subadvisor in connection with its services to other clients. On occasions when the Manager or any subadviser subadvisor deems the purchase or sale of a security to be in the best interest of a Portfolio the Funds as well as other clients, the Manager or any subadvisersubadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio the Funds and to such other clients. (f) F. The Manager shall maintain all books and records with respect to each Portfolio's the Funds' securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Company's Directors such periodic and special reports as the Directors may reasonably request. (g) G. The Manager shall provide the Company's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) H. With respect to any or all series of the Company, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract Subadvisory" or "Sub-Administration Contract") with a subadviser subadvisor or sub-administrator in which the Manager delegates to such subadviser subadvisor or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract the Subadvisory or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors of the Company, the Manager shall administer each Portfolio's Fund’s business affairs and manage the investment operations of each Portfolio the Fund and the composition of the portfolio of each Portfoliothe Fund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each Portfoliothe Fund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) A. The Manager shall (i) furnish each Portfolio the Funds with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio the Funds (excluding those being maintained by the Portfolio's custodian and transfer agent Funds’ Custodian, Transfer Agent except as to which the Manager has supervisory functions) and other than those being maintained by the Portfolio's subadviserFunds’ subadvisor, if any; and (iii) furnish each Portfolio the Funds with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) B. The Manager shall provide supervision of each Portfolio's Fund’s investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfolio's the Fund’s assets will be invested or held uninvested as cash. (c) C. The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) D. The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-Laws and Prospectus (each as hereinafter defined) of the Company and with the instructions and directions of the Directors of the Company, Company and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) E. The Manager, and any subadviser subadvisor to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio the Funds and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Company's ’s Registration Statement and Prospectus (each as hereinafter defined) or as the Directors may direct from time to time. It is recognized that, in providing a Portfolio the Funds with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser subadvisor will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser subadvisor may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser subadvisor may be a party. It is understood that none of neither the PortfoliosFunds, nor the Company or nor the Manager or subadviser, any subadvisor has adopted a formula for allocation of a Portfolio's the Funds’ investment transaction business. It is also understood that it is desirable for each Portfolio the Funds that the Manager or any subadviser subadvisor have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio the Funds than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser subadvisor is authorized to place orders for the purchase and sale of securities for a Portfolio the Funds with such certain brokers, subject to review by the Company's ’s Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser subadvisor in connection with its services to other clients. On occasions when the Manager or any subadviser subadvisor deems the purchase or sale of a security to be in the best interest of a Portfolio the Funds as well as other clients, the Manager or any subadvisersubadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio the Funds and to such other clients. (f) F. The Manager shall maintain all books and records with respect to each Portfolio's the Funds’ securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Company's ’s Directors such periodic and special reports as the Directors may reasonably request. (g) G. The Manager shall provide the Company's custodian ’s Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) H. With respect to any or all series of the Company, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract “Subadvisory” or “Sub-Administration Contract"”) with a subadviser subadvisor or sub-administrator in which the Manager delegates to such subadviser subadvisor or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract the Subadvisory or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the Portfolios, nor the Company or the Manager or subadviser, has adopted a formula for allocation of a Portfolio's investment transaction business. It is also understood that it is desirable for each Portfolio that the Manager or any subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser is authorized to place orders for the purchase and sale of securities for a Portfolio with such certain brokers, subject to review by the Company's Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser in connection with its services to other clients. On occasions when the Manager or any subadviser deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other clients, the Manager or any subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio and to such other clients. (f) The Manager shall maintain all books and records with respect to each Portfolio's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Company's Directors such periodic and special reports as the Directors may reasonably request. (g) The Manager shall provide the Company's custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the Company, including the Portfolios, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser or sub-administrator in which the Manager delegates to such subadviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all requirements of the 1940 Act and rules thereunder.a

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each Portfolio's Fund’s business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the Portfolio's custodian Fund’s Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the Portfolio's subadviserFund’s sub-adviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each Portfolio's Fund’s investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfolio's the Fund’s assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Company's Trust’s Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, the Trust nor the Company or the Manager or subadviser, any sub-adviser has adopted a formula for allocation of a Portfolio's Fund’s investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the Company's Directors Trust’s Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each Portfolio's Fund’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Company's Directors Trust’s Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the Company's custodian Trust’s Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the CompanyTrust, including the PortfoliosFunds, the Manager may enter into one or more contracts ("“Sub-Advisory Contract or Sub-Administration Contract"”) with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all applicable requirements of the 1940 Act and the rules thereunder. The Trust and Manager understand and agree that the Manager may manage a Fund in a “manager-of-managers” style with either a single or multiple subadvisors, which contemplates that the Manager will, among other things and pursuant to an Order issued by the Securities and Exchange Commission (SEC): (i) continually evaluate the performance of each subadvisor to a Fund, if applicable, through quantitative and qualitative analysis and consultations with such subadvisor; (ii) periodically make recommendations to the Board as to whether the contract with one or more subadvisors should be renewed, modified, or terminated; and (iii) periodically report to the Board regarding the results of its evaluation and monitoring functions. The Trust recognizes that a subadvisor’s services may be terminated or modified pursuant to the “manager-of-managers” process, and that the Manager may appoint a new subadvisor for a subadvisor that is so removed.

Duties as Manager. Subject to the supervision of the Directors of the Company, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each Portfoliothe Fund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each Portfoliothe Fund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) A. The Manager shall (i) furnish each Portfolio the Funds with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio the Funds (excluding those being maintained by the Portfolio's custodian Funds' Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the Portfolioa Fund's subadvisersubadvisor, if any; and (iii) furnish each Portfolio the Funds with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) B. The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) C. The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) D. The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-Laws and Prospectus (each as hereinafter defined) of the Company and with the instructions and directions of the Directors of the Company, Company and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) E. The Manager, and any subadviser subadvisor to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Company's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors may direct from time to time. It is recognized that, in providing a Portfolio each Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser subadvisor will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser subadvisor may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser subadvisor may be a party. It is understood that none of the Portfoliosneither any Fund, nor the Company or nor the Manager or subadviser, any subadvisor has adopted a formula for allocation of a Portfoliothe Fund's investment transaction business. It is also understood that it is desirable for each Portfolio the Funds that the Manager or any subadviser subadvisor have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser subadvisor is authorized to place orders for the purchase and sale of securities for a Portfolio the Fund with such certain brokers, subject to review by the Company's Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser subadvisor in connection with its services to other clients. On occasions when the Manager or any subadviser subadvisor deems the purchase or sale of a security to be in the best interest of a Portfolio the Fund as well as other clients, the Manager or any subadvisersubadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio the Fund and to such other clients. (f) F. The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Company's Directors such periodic and special reports as the Directors may reasonably request. (g) G. The Manager shall provide the Company's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) H. With respect to any or all series of the Company, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract Subadvisory" or "Sub-Administration Contract") with a subadviser subadvisor or sub-administrator in which the Manager delegates to such subadviser subadvisor or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract the Subadvisory or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, the Trust nor the Company or the Manager or subadviser, any sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the CompanyTrust, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all applicable requirements of the 1940 Act and the rules thereunder. The Trust and Manager understand and agree that the Manager may manage a Fund in a "manager-of-managers" style with either a single or multiple subadvisors, which contemplates that the Manager will, among other things and pursuant to an Order issued by the Securities and Exchange Commission (SEC): (i) continually evaluate the performance of each subadvisor to a Fund, if applicable, through quantitative and qualitative analysis and consultations with such subadvisor; (ii) periodically make recommendations to the Board as to whether the contract with one or more subadvisors should be renewed, modified, or terminated; and (iii) periodically report to the Board regarding the results of its evaluation and monitoring functions. The Trust recognizes that a subadvisor's services may be terminated or modified pursuant to the "manager-of-managers" process, and that the Manager may appoint a new subadvisor for a subadvisor that is so removed.

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, the Trust nor the Company or the Manager or subadviser, any sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the CompanyTrust, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all applicable requirements of the 1940 Act and the rules thereunder.

Duties as Manager. Subject to the supervision of the Directors of the Company, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereof, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian and transfer agent Transfer Agent except as to which the Manager has supervisory functions) and other than those being maintained by the Portfolio2 Fund's subadviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each PortfolioFund, and what portion of each PortfolioFund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-Laws and Prospectus (each as hereinafter defined) of the Company and with the instructions and directions of the Directors of the Company, Company and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Company's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, nor the Company or nor the Manager or subadviser, sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the Company's Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio and to such other clients., (f) The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Company's Directors such periodic and special reports as the Directors may reasonably request. (g) The Manager shall provide the Company's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the Company, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors of the CompanyTrustees, the Manager shall administer each Portfolio's business affairs and manage the investment operations of each Portfolio Fund and the composition compositions of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Administrator, except as to which the Manager has supervisory functions) and other than those being maintained by the Portfolioa Fund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, if any, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager Manger or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction transactions or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, the Trust nor the Company or the Manager or subadviser, any sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the Company's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager Manger or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager Manger or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the Company, including the PortfoliosFund listed on Schedule A annexed hereto, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser or sub-administrator adviser in which the Manager delegates to such subadviser or sub-administrator adviser any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors of the Company, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereof, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian and transfer agent Transfer Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each PortfolioFund, and what portion of each PortfolioFund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-Laws and Prospectus (each as hereinafter defined) of the Company and with the instructions and directions of the Directors of the Company, and Company and. will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Company's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, nor the Company or nor the Manager or subadviser, sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the Company's Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Company's Directors such periodic and special reports as the Directors may reasonably request. (g) The Manager shall provide the Company's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the Company, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, the Trust nor the Company or the Manager or subadviser, any sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series Series of the CompanyTrust, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors Trustees of the Company----------------- Trust, the Manager shall administer each Portfoliothe Fund's business affairs and manage the investment operations of each Portfolio the Fund and the composition of the portfolio of each Portfoliothe Fund, including the purchase, retention and disposition thereof, in accordance with the investment objectives, policies and restrictions of each Portfoliothe Fund, as stated in its currently effective the Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio the Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio the Fund (excluding those being maintained by the PortfolioFund's custodian Custodian and transfer agent Transfer Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio the Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each Portfoliothe Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio the Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio the Fund with investment supervision or the -2- placing of orders for portfolio transactions, the Manager or any subadviser sub- adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of neither the PortfoliosFund, the Trust nor the Company or the Manager or subadviser, sub-adviser has adopted a formula for allocation of a Portfoliothe Fund's investment transaction business. It is also understood that it is desirable for each Portfolio the Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio the Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub- adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio the Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio the Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each Portfoliothe Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the CompanyTrust, including the PortfoliosFund, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Sub- Administration Contract meets all requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each Portfoliothe Fund's business affairs and manage the investment operations of each Portfolio the Fund and the composition of the portfolio of each Portfoliothe Fund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each Portfoliothe Fund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) A. The Manager shall (i) furnish each Portfolio the Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio the Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersubadvisor, if any; and (iii) furnish each Portfolio the Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) B. The Manager shall provide supervision of each Portfoliothe Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) C. The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) D. The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) E. The Manager, and any subadviser subadvisor to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio the Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio the Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser subadvisor will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser subadvisor may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser subadvisor may be a party. It is understood that none of neither the PortfoliosFund, the Trust nor the Company or the Manager or subadviser, any subadvisor has adopted a formula for allocation of a Portfoliothe Fund's investment transaction business. It is also understood that it is desirable for each Portfolio the Fund that the Manager or any subadviser subadvisor have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser subadvisor is authorized to place orders for the purchase and sale of securities for a Portfolio the Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser subadvisor in connection with its services to other clients. On occasions when the Manager or any subadviser subadvisor deems the purchase or sale of a security to be in the best interest of a Portfolio the Fund as well as other clients, the Manager or any subadvisersubadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio the Fund and to such other clients. (f) F. The Manager shall maintain all books and records with respect to each Portfoliothe Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) G. The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) H. With respect to any or all series of the CompanyTrust, including the PortfoliosFund, the Manager may enter into one or more contracts ("Sub-Advisory Contract Subadvisory" or "Sub-Administration Contract") with a subadviser subadvisor or sub-administrator in which the Manager delegates to such subadviser subadvisor or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract the Subadvisory or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors of the ----------------- Company, the Manager shall administer each Portfoliothe Fund's business affairs and manage the investment operations of each Portfolio the Fund and the composition of the portfolio of each Portfoliothe Fund, including the purchase, retention and disposition thereof, in accordance with the investment objectives, policies and restrictions of each Portfoliothe Fund, as stated in its currently effective the Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio the Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio the Fund (excluding those being maintained by the PortfolioFund's custodian Custodian and transfer agent Transfer Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio the Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each Portfoliothe Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-Laws and Prospectus (each as hereinafter defined) of the Company and with the instructions and directions of the Directors of the Company, Company and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio the Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Company's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors may direct from time to time. It is recognized that, in providing a Portfolio the Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of neither the PortfoliosFund, nor the Company or nor the Manager or subadviser, sub-adviser has adopted a formula for allocation of a Portfoliothe Fund's investment transaction business. It is also understood that it is desirable for each Portfolio the Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio the Fund with such certain brokers, subject to review by the Company's Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio the Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio the Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each Portfoliothe Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Company's Directors such periodic and special reports as the Directors may reasonably request. (g) The Manager shall provide the Company's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series Series of the Company, including the PortfoliosFund, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Sub- Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Sub- Administration Contract meets all requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors of the CompanyTrustees, the Manager shall administer each Portfolio's business affairs and manage the investment operations of each Portfolio Fund and the composition compositions of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) A. The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Administrator, except as to 2 which the Manager has supervisory functions) and other than those being maintained by the Portfolioa Fund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) B. The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) C. The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) D. The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) E. The Manager, and any subadviser sub-adviser to whom such authority has been delegated, if any, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager Manger or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction transactions or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, the Trust nor the Company or the Manager or subadviser, any sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the Company's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio and to such other clients.most (f) F. The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) G. The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) H. With respect to any or all series of the Company, including the PortfoliosFund listed on Schedule A annexed hereto, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser or sub-administrator adviser in which the Manager delegates to such subadviser or sub-administrator adviser any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities.. 2 (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, the Trust nor the Company or the Manager or subadviser, any sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio and to such other clients., (f) The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series Series of the CompanyTrust, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, the Trust nor the Company or the Manager or subadviser, any sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the CompanyTrust, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities.. 2 (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, the Trust nor the Company or the Manager or subadviser, any sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio and to such other clients.or (f) The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series Series of the CompanyTrust, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereof, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian and transfer agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each PortfolioFund, and what portion of each PortfolioFund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors trustees of the CompanyTrust, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction transactions or other transactions to which other clients of the Manager or any subadviser may be a party. It is understood that none of the PortfoliosFunds, nor the Company Trust or the Manager or subadviser, subadviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser in connection with its services to other clients. On occasions when the Manager or any subadviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the CompanyTrust's custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the CompanyTrust, including the PortfoliosFunds, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser or sub-administrator in which the Manager delegates to such subadviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each PortfolioFund's business affairs and manage the investment operations of each Portfolio Fund and the composition of the portfolio of each PortfolioFund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each PortfolioFund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersub-adviser, if any; and (iii) furnish each Portfolio Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each PortfolioFund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of the PortfoliosFunds, the Trust nor the Company or the Manager or subadviser, any sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each PortfolioFund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Company's Directors such periodic and special reports as the Directors may reasonably request. (g) The Manager shall provide the Company's custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the Company, including the Portfolios, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser or sub-administrator in which the Manager delegates to such subadviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all requirements of the 1940 Act and rules thereunder.paragraph

Duties as Manager. Subject to the supervision of the Directors Trustees of the CompanyTrust, the Manager shall administer each Portfoliothe Fund's business affairs and manage the investment operations of each Portfolio the Fund and the composition of the portfolio of each Portfoliothe Fund, including the purchase, retention and disposition thereofof securities therein, in accordance with the investment objectives, policies and restrictions of each Portfoliothe Fund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio the Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio the Fund (excluding those being maintained by the PortfolioFund's custodian Custodian, Transfer Agent and transfer agent Accounting Services Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadvisersubadvisor, if any; and (iii) furnish each Portfolio the Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each Portfoliothe Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser subadvisor to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio the Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio the Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser subadvisor will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser subadvisor may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser subadvisor may be a party. It is understood that none of neither the PortfoliosFund, the Trust nor the Company or the Manager or subadviser, any subadvisor has adopted a formula for allocation of a Portfoliothe Fund's investment transaction business. It is also understood that it is desirable for each Portfolio the Fund that the Manager or any subadviser subadvisor have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser subadvisor is authorized to place orders for the purchase and sale of securities for a Portfolio the Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser subadvisor in connection with its services to other clients. On occasions when the Manager or any subadviser subadvisor deems the purchase or sale of a security to be in the best interest of a Portfolio the Fund as well as other clients, the Manager or any subadvisersubadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio the Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each Portfoliothe Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the CompanyTrust, including the PortfoliosFund, the Manager may enter into one or more contracts ("Sub-Advisory Contract Subadvisory" or "Sub-Administration Contract") with a subadviser subadvisor or sub-administrator in which the Manager delegates to such subadviser subadvisor or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract the Subadvisory or Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors of the Company, the Manager shall administer each Portfoliothe Fund's business affairs and manage the investment operations of each Portfolio the Fund and the composition of the portfolio of each Portfoliothe Fund, including the purchase, retention and disposition thereof, in accordance with the investment objectives, policies and restrictions of each Portfoliothe Fund, as stated in its the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio the Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio the Fund (excluding those being maintained by the PortfolioFund's custodian Custodian and transfer agent Transfer Agent except as to which the Manager has supervisory functions) and other than those being maintained by the PortfolioFund's subadviser, if any; and (iii) furnish each Portfolio the Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each Portfoliothe Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-Laws and Prospectus (each as hereinafter defined) of the Company and with the instructions and directions of the Directors of the Company, Company and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio the Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Company's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors may direct from time to time. It is recognized that, in providing a Portfolio Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of neither the PortfoliosFund, nor the Company or nor the Manager or subadviser, sub-adviser has adopted a formula for allocation of a PortfolioFund's investment transaction business. It is also understood that it is desirable for each Portfolio the Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub-adviser is authorized to place orders for the purchase and sale of securities for a Portfolio Fund with such certain brokers, subject to review by the Company's Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio Fund as well as other clients, the Manager or any subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each Portfoliothe Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder and shall render to the Company's Directors such periodic and special reports as the Directors may reasonably request. (g) The Manager shall provide the Company's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series of the Company, including the PortfoliosFund, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all requirements of the 1940 Act and rules thereunder.

Duties as Manager. Subject to the supervision of the Directors Trustees of the Company----------------- Trust, the Manager shall administer each Portfoliothe Fund's business affairs and manage the investment operations of each Portfolio the Fund and the composition of the portfolio of each Portfoliothe Fund, including the purchase, retention and disposition thereof, in accordance with the investment objectives, policies and restrictions of each Portfoliothe Fund, as stated in its currently effective the Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Manager shall (i) furnish each Portfolio the Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio the Fund (excluding those being maintained by the PortfolioFund's custodian Custodian and transfer agent Transfer Agent except as to which the Manager has supervisory functions) and [other than those being maintained by the PortfolioFund's subadvisersub- adviser, if any]; and (iii) furnish each Portfolio the Fund with ordinary clerical, bookkeeping and recordkeeping services at such office facilities. (b) The Manager shall provide supervision of each Portfoliothe Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by each Portfoliothe Fund, and what portion of each Portfoliothe Fund's assets will be invested or held uninvested as cash. (c) The Manager shall use its best judgment in the performance of its duties under this Agreement. (d) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles Declaration of IncorporationTrust, By-Laws and Prospectus (each as hereinafter defined) of the Company Trust and with the instructions and directions of the Directors Trustees of the Company, Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (e) The Manager, and any subadviser sub-adviser to whom such authority has been delegated, shall determine the securities to be purchased or sold by each Portfolio the Fund and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Registration Statement and Prospectus (each as hereinafter defined) or as the Directors Trustees may direct from time to time. It is recognized that, in providing a Portfolio the Fund with investment supervision or the placing of orders for portfolio transactions, the Manager or any subadviser sub-adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager or any subadviser sub-adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or any subadviser sub-adviser may be a party. It is understood that none of neither the PortfoliosFund, the Trust nor the Company or the Manager or subadviser, sub-adviser has adopted a formula for allocation of a Portfoliothe Fund's investment transaction business. It is also understood that it is desirable for each Portfolio the Fund that the Manager or any subadviser sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to a Portfolio the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadviser sub- adviser is authorized to place orders for the purchase and sale of securities for a Portfolio the Fund with such certain brokers, subject to review by the CompanyTrust's Directors Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadviser sub-adviser in connection with its services to other clients. On occasions when the Manager or any subadviser sub-adviser deems the purchase or sale of a security to be in the best interest of a Portfolio the Fund as well as other clients, the Manager or any subadvisersub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager or any subadviser sub-adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to that Portfolio the Fund and to such other clients. (f) The Manager shall maintain all books and records with respect to each Portfoliothe Fund's securities transactions required by [sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of of] Rule 31a-1 under the 1940 Act [and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder thereunder] and shall render to the CompanyTrust's Directors Trustees such periodic and special reports as the Directors Trustees may reasonably request. (g) The Manager shall provide the CompanyTrust's custodian Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (h) With respect to any or all series Series of the CompanyTrust, including the PortfoliosFund, the Manager may enter into one or more contracts ("Sub-Advisory Contract or Sub-Sub- Administration Contract") with a subadviser sub-adviser or sub-administrator in which the Manager delegates to such subadviser sub-adviser or sub-administrator any or all its duties specified in this Agreement, provided that each Sub-Advisory Contract or Sub-Administration Contract meets all requirements of the 1940 Act and rules thereunder.