Common use of Duties as Sub-Adviser Clause in Contracts

Duties as Sub-Adviser. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-Adviser shall manage the investment operations of the Fund and the composition of the portfolio of the Fund, including the purchase, retention and disposition of securities therein in accordance with the investment objectives, policies and restrictions of the Fund, as specified in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Sub-Adviser shall provide supervision of the Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by the Fund, and what portion of the Fund's assets will be invested or held uninvested as cash. (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement. 2 (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Sub-Adviser shall determine the securities to be purchased or sold by 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 Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the 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 Sub-Adviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the 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 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 Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Board of 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 Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) The Sub-Adviser shall maintain all books and records with respect to the 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 Manager and to the Trust's Trustees such periodic and special reports as the Manager or the Trustees may reasonably request. (f) The Sub-Adviser shall provide the Fund's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.

Duties as Sub-Adviser. Subject to the supervision of the Board of Trustees Directors of the Trust Fund and the ManagerInvestment Adviser, the Sub-Adviser shall manage the investment operations of the Fund each Portfolio and the composition of the portfolio of the Fundeach Portfolio, including the purchase, retention and disposition of securities therein therein, in accordance with the investment objectives, policies and restrictions of the Fundeach Portfolio, as specified in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) A. The Sub-Adviser shall provide supervision of the Fundeach Portfolio's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by the Fundeach Portfolio, and what portion of the Fundeach Portfolio's assets will be invested or held uninvested as cash. (b) B. The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement. 2. (c) C. The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration Articles of TrustIncorporation, By-Laws and Prospectus (each as hereinafter defined) of the Trust Fund and with the instructions and directions of the Board of Trustees Directors and the Manager Investment Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) D. The Sub-Adviser shall determine the securities to be purchased or sold by the Fund 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 TrustFund's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees Directors may direct from time to time. It is recognized that, in providing the Fund a Portfolio with investment supervision or the placing of orders for portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the 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 Sub-Adviser may be a party. It is understood that none of the Portfolios, the Fund, the Trust, the Manager Investment Adviser nor the Sub-Adviser has adopted a formula for allocation of the Funda Portfolio's investment transaction business. It is also understood that it is desirable for the Fund each Portfolio that the 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 the Fund 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 Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund each Portfolio with such certain brokers, subject to review by the TrustFund's Board of Trustees 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 Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of one or more of the Fund Portfolios as well as other clients, the Sub-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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolios and to such other clients. (e) E. The Sub-Adviser shall maintain all books and records with respect to the FundPortfolio'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 Manager Investment Adviser and to the TrustFund's Trustees Directors such periodic and special reports as the Manager Investment Adviser or the Trustees Directors may reasonably request. (f) F. The Sub-Adviser shall provide the Fundeach Portfolio's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees of (the Trust "Board") and review by Context Capital, and as set forth in the ManagerFund's Registration Statement (defined below) and as communicated in writing from time to time by Context Capital to the Sub-Adviser, the Sub-Adviser shall manage the will provide a continuous investment operations of program for the Fund and the composition of the portfolio of the Fundor Segment, including the purchase, retention investment research and disposition of discretionary management with respect to all securities therein in accordance with the investment objectives, policies and restrictions of the Fund, as specified investments and cash equivalents in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) Fund or Segment. The Sub-Adviser shall provide supervision of the Fund's investments and will determine from time to time what investments or securities will be purchased, retained, retained or sold or lent by the Fund, Fund or Segment. The Sub-Adviser will be responsible for placing purchase and what portion of sell orders for investments and for other related transactions for the Fund or Segment. The Sub-Adviser understands that the Fund's assets need to be managed so as to permit the Fund to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). The Sub-Adviser, on each business day, shall provide Context Capital and the Trust's custodian such information as Context Capital and the Trust's custodian may reasonably request relating to all transactions concerning the Fund or Segment. Context Capital hereby designates and appoints the Sub-Adviser as its and the Fund's limited purpose agent and attorney-in-fact, without further prior approval of Context Capital (except as expressly provided for herein or as may be invested required by law) to make and execute, in the name and on behalf of the Fund, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or held uninvested advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Fund or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as cashamended (the "Securities Act"), the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Fund on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Fund is an "accredited investor" as defined in Rule 501 (a) of Regulation D under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by Context Capital or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to knowingly establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL") at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels. (b) The Sub-Adviser shall use its best judgment agrees that it will not consult with any other sub-adviser ("Other Sub-Adviser") for the Trust or Fund concerning any transaction by the Fund or Segment in securities or other assets, except that such consultations are permitted between the current and any successor subadvisers of the Fund in order to effect an orderly transition of subadvisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act. The Sub-Adviser is not responsible for any investment activities of the Fund other than within the Segment. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the performance of its duties Trust's currently effective registration statement under this Agreementthe 1940 Act, and any amendments or supplements thereto ("Registration Statement"), and in accordance with Annex A attached hereto. 2" (c) Unless otherwise instructed by Context Capital or the Trust, the Sub-Adviser agrees that it will be responsible for voting proxies of issuers of securities held by the Fund or Segment. The Sub-Adviser, in the performance of its duties and obligations under this Agreement, Adviser further agrees that it will adopt written proxy voting procedures that shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager and will conform to and comply with the requirements of the 1940 Act and all the Investment Advisers Act of 1940, as amended ("Advisers Act") ("Proxy Voting Policy"), and that shall be acceptable to the Board. The Sub-Adviser shall also provide its Proxy Voting Policy, and if requested by Context Capital a summary of such Proxy Voting Policy for inclusion in the Trust's registration statement, and will provide Context Capital with any material amendment to the Proxy Voting Policy within a reasonable time after such amendment has taken effect. The Sub-Adviser further agrees that it will provide the Board on or before August 1st of each year, or more frequently as the Board may reasonably request, with a written report of the proxies voted during the most recent 12- month period ending June 30, or such other applicable federal period as the Board may designate, in a format that shall comply with the 1940 Act and state laws and regulationsthat shall be acceptable to the Board. (d) The Sub-Adviser agrees that upon the request of Context Capital or the Board, Sub-Adviser shall determine exercise the rights incident to the securities to be purchased or sold held by 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 Segment in the Trust's Registration Statement and Prospectus (each as hereinafter defined) context of a bankruptcy or as the Board of Trustees may direct from time to timeother reorganization. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the The Sub-Adviser further agrees that it will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the 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 keep Context Capital fully informed about any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood actions that it is desirable for the Fund that the Sub-Adviser have access intends 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 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 Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Board of 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 Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientstake. (e) The Sub-Adviser shall maintain all books agrees that it will place orders with brokers in accordance with best execution policies, taking into account best price as an important factor in this decision, provided that, on behalf of the Fund or Segment, the Sub-Adviser may, in its discretion and records consistent with Section z8(e) of the Securities Exchange Act of 1934, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Fund or Segment and its other clients and that the total commissions paid by the Fund or Segment will be reasonable in relation to the benefits to the Fund or Segment over the long term. In no instance will portfolio securities be purchased from or sold to Context Capital or the Sub-Adviser, the Trust's principal underwriter, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the Fundassets of the Fund or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund or Segment and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Context Capital recognizes that in some cases this procedure may adversely affect the results obtained for the Fund or Segment. Subject to the Sub-Adviser's securities obligations to seek best execution, Context Capital agrees that the Sub-Adviser, in its sole discretion, may place transactions required by subon behalf of the Fund or Segment and the Trust with any broker-paragraphs dealer deemed to be an affiliate (b)(5including affiliated FCMs) of the Sub-Adviser (the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with the requirements (including any applicable exemptions and administrative interpretations set forth in Part 2A of the Sub-Adviser's Form ADV Registration Statement on file with the Securities and Exchange Commission ("Form ADV")) and Section 11(a)(1)(H) of the Securities Exchange Act of 1934 (the "1934 Act"), (6), (9) and (10) and paragraph (f) of Rule 31a-1 in compliance with Rules 17e-1 or 10f-3 under the 1940 Act or other applicable rules and the Trust's policies and procedures thereunder. In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to Context Capital, the Fund or the Trust. In the event Sub-Adviser becomes affiliated (as deemed under the federal securities laws) with a broker-dealer during the term of this Agreement, Sub-Adviser shall obtain the approval of the Trust's Board of Trustees prior to commencement of transactions with such broker-dealer on behalf of the Fund or the Trust. Context Capital further authorizes the Sub-Adviser and its Affiliated Broker-Dealers to execute agency cross transactions (the "Cross Transactions") on behalf of the Fund and the Trust. Cross Transactions are transactions which may be effected by the Affiliated Broker-Dealers acting for both the Fund or the Trust and the counterparty to the transaction. Cross Transactions enable the Sub-Adviser to purchase or sell a block of securities for the Fund or the Trust at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sale order. As such, the Sub-Adviser believes that Cross Transactions can provide meaningful benefits for the Fund and the Trust and its clients generally. Context Capital, the Fund and the Trust should be aware, however, that in a Cross Transaction an Affiliated Broker-Dealer will be receiving commissions from both sides of the trade and, therefore, there is a potentially conflicting division of loyalties and responsibilities. Sub-Adviser shall effect such Cross Transactions in compliance with Rule 206(3)-2 under the Advisers Act, Rule 17a-7 under the 1940 Act, and any other books and records required to be maintained by it under applicable provisions of the 1940 Act and the Rules thereunder federal securities laws and shall render provide Context Capital with periodic reports describing such agency cross transactions. Context Capital understands that the authority of the Sub-Adviser to execute agency Cross Transactions for the Manager Fund is terminable at will without penalty, effective upon receipt by the Sub-Adviser of written notice from Context Capital, and that the failure to the Trust's Trustees terminate such periodic and special reports as the Manager or the Trustees may reasonably requestauthorization will result in its continuation. (f) The Sub-Adviser shall maintain separate detailed records of all matters pertaining to the Fund or Segment, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Adviser further agrees to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and will furnish the Board and Context Capital with such periodic and special reports as the Board or Context Capital may request. (g) At such times as shall be reasonably requested by the Board or Context Capital, the Sub-Adviser will provide the Fund's Custodian on each business day Board and Context Capital with information relating economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund or Segment and make available to the execution Board and Context Capital any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (h) In accordance with procedures adopted by the Board, as amended from time to time and as communicated in writing to the Sub-Adviser, the Sub-Adviser is responsible for assisting the Board and Context Capital in the fair valuation of all portfolio transactions pursuant securities in the Fund or Segment and upon request the Sub-Adviser agrees to standing instructionsprovide any pricing information of which the Sub-Adviser is aware, or other reasonable assistance, to Context Capital, the Trust, its Board and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund valuation procedures. The Sub-Adviser also will provide such information or perform such additional acts as are customarily performed by a Sub-Adviser and may be required for the Trust or Context Capital to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act, and any rule or regulation thereunder. (i) For the avoidance of doubt, the Sub-Adviser will not bear responsibility for the monitoring or supervision of any lender, custodian, administrator or other service provider selected by Context Capital or the Fund.

Duties as Sub-Adviser. Subject to the supervision of the Board of Trustees --------------------- Directors of the Trust Company and the Manager, the Sub-Adviser shall manage the investment operations of the Fund and the composition of the portfolio of the Fund, including the purchase, retention and disposition of securities therein thereof, in accordance with the investment objectives, policies and restrictions of the Fund, as specified in the currently effective Prospectus (as hereinafter defined) and statement of additional information and subject to the following understandings: (a) A. The Sub-Adviser shall provide supervision of the Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by the Fund, and what portion of the Fund's assets will be invested or held uninvested as cash. (b) B. The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement. 2. (c) C. The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration Articles of TrustIncorporation, By-Laws and Prospectus (each as hereinafter defined) of the Trust Company and with the instructions and directions of the Board of Trustees Directors and the Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) D. The Sub-Adviser shall determine the securities to be purchased or sold by 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 TrustCompany's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees Directors may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the 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 Sub-Adviser may be a party. It is understood that none of the Fund, the TrustCompany, the Manager nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the 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 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 Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the TrustCompany's Board of Trustees 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 Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) E. The Sub-Adviser shall maintain all books and records with respect to the 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 Manager and to the TrustCompany's Trustees Directors such periodic and special reports as the Manager or the Trustees Directors may reasonably request. (f) F. The Sub-Adviser shall provide the Fund's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.

Duties as Sub-Adviser. Subject to the supervision of the Board of Trustees --------------------- Directors of the Trust Company and the Manager, the Sub-Adviser shall manage the investment operations of the Fund and the composition of the portfolio of the Fund, including the purchase, retention and disposition of securities therein thereof, in accordance with the investment objectives, policies and restrictions of the Fund, as specified in the currently effective Prospectus (as hereinafter defined) and statement of additional information and subject to the following understandings: (a) A. The Sub-Adviser shall provide supervision of the Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by the Fund, and what portion of the Fund's assets will be invested or held uninvested as cash. (b) B. The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement. 2. (c) C. The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration Articles of TrustIncorporation, By-Laws and Prospectus (each as hereinafter defined) of the Trust Company and with the instructions and directions of the Board of Trustees Directors and the Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) D. The Sub-Adviser shall determine the securities to be purchased or sold by 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 TrustCompany's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees Directors may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the 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 Sub-Adviser may be a party. It is understood that none of the Fund, the TrustCompany, the Manager nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the 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 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 Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the TrustCompany's Board of Trustees 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 Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-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 Sub-Sub- Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) E. The Sub-Adviser shall maintain all books and records with respect to the 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 Manager and to the TrustCompany's Trustees Directors such periodic and special reports as the Manager or the Trustees Directors may reasonably request. (f) F. The Sub-Adviser shall provide the Fund's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.

Duties as Sub-Adviser. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-Adviser shall manage the investment operations of the Fund and the composition of the portfolio of the Fund, including the purchase, retention and disposition of securities therein in accordance with the investment objectives, policies and restrictions of the Fund, as specified in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Sub-Adviser shall provide supervision of the Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by the Fund, and what portion of the Fund's assets will be invested or held uninvested as cash. (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement. 2. (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Sub-Adviser shall determine the securities to be purchased or sold by 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 Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the 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 Sub-Adviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and related services and security and economic analyses that will consitute research services with the meaning of Section 28(e) of the Securities and Exchange Act of 1934 provided by certain brokers who may execute brokerage transactions at a higher cost to 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 Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the products services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) The Sub-Adviser shall maintain all books and records with respect to the 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 Manager and to the Trust's Trustees such periodic and special reports as the Manager or the Trustees may reasonably request. (f) The Sub-Adviser shall provide the Fund's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.

Duties as Sub-Adviser. Subject to the supervision of the Board of Trustees of the --------------------- Trust and the Manager, the Sub-Adviser shall manage the investment operations of the Fund and the composition of the portfolio of the Fund, including the purchase, retention and disposition of securities therein thereof, in accordance with the investment objectives, policies and restrictions of the Fund, as specified stated in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Sub-Adviser shall provide supervision of the Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by the Fund, and what portion of the Fund's assets will be invested or held uninvested as cash. (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement. 2. (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-By- Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board Trustees of Trustees the Trust and the Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Sub-Adviser shall determine the securities to be purchased or sold by 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 Trust's Registration Statement and Prospectus (each as hereinafter defined) or defined)or as the Board of Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the 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 Sub-Adviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the 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 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 Sub-Sub- Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Board of 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 Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Sub- 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) The Sub-Adviser shall maintain all books and records with respect to the 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 Manager and to the Trust's Trustees such periodic and special reports as the Manager or the Trustees may reasonably request. (f) The Sub-Adviser shall provide the Fund's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.

Duties as Sub-Adviser. Subject to the general supervision of (i) the Fund's Board of Trustees of Directors (the Trust "Board") and (ii) the ManagerAdviser, the Sub-Adviser shall manage the investment operations of the Fund and the composition of the portfolio securities and investments, including cash, of the FundFund (collectively, the "Assets"), including the purchase, retention and disposition of securities therein thereof and agreements relating thereto, in accordance with the Fund's investment objectives, objective and policies and restrictions of as stated in the Fund, as specified in the currently effective 's Prospectus (as hereinafter defineddefined in Section 5(e) of this Agreement) and subject to the following understandings: (a) The Sub-Adviser shall provide supervision furnish a continuous investment program for the Assets of the Fund's investments portfolio and determine from time to time what which investments or and securities will be purchased, retained, sold (including sold short) or lent by the Fund, whether, when and to what extent the Fund will engage in borrowing from banks or other financial institutions for investment purposes and which portion of the Fund's assets will be invested or held uninvested as cashcash or cash equivalents and shall communicate as provided in this Agreement in a timely manner all such transactions to the Adviser and custodian or such depositories designated in advance by the Fund or the Adviser. (b) The Sub-Adviser may lend securities from the Fund's portfolio in connection with short sales or other portfolio investment techniques. The Sub-Adviser is not, and shall use its best judgment in not be, required to manage a securities lending program for the performance Fund and no such securities lending program will be implemented for the Fund without the written consent of its duties under this Agreement. 2the Sub-Adviser. (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus Fund's Governing Documents (each as hereinafter defineddefined below) of the Trust and with the instructions and directions policies adopted by the Board in respect of the Board Fund, provided such documents and any amendments thereto have been delivered to the Sub-Adviser in accordance with Section 5 below. The Adviser shall take reasonable steps to ensure that the operations of Trustees and the Manager and Fund will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations, provided, that the Sub-Adviser shall take reasonable steps to ensure that transactions effected by the Sub-Adviser for the account of the Fund will not violate the requirements of the 1940 Act and will comply with the requirements relating to investments generating qualifying income and asset diversification applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended ("Code"). (d) The Adviser has claimed an exclusion from registration as a "commodity pool operator" with respect to the Fund under the Regulation 4.5 of the Commodities Exchange Act (the "CEA") and rely on the exemption in Regulation 4.14(a)(8) of the CEA to provide commodity interest trading advice to the Fund. The Sub-Adviser shall not manage the Assets in a manner that would cause the Adviser to not qualify for such exclusions until otherwise approved by the Adviser in writing. (e) The Sub-Adviser shall determine the securities Assets to be purchased purchased, sold or sold lent by the Fund and as agent for the Fund will place orders effect portfolio transactions pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity determinations either directly with the policy issuer or with respect to brokerage as set forth any broker and/or dealer in the Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, such securities; in providing the Fund placing orders with investment supervision or the placing of orders for portfolio transactions, brokers and/or dealers the Sub-Adviser will give primary consideration intends to securing the most favorable seek best price and efficient execution. Consistent with this policyexecution for purchases and sales, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided herein. (f) The Sub-Adviser may cause the Fund to allocate brokerage to broker-dealers that provide the Sub-Adviser may consider the financial responsibility, with research and investment information and other services, even though such brokers or dealers may charge commissions that exceed those other broker-dealers may have charged for the same transactions, provided (i) the Sub-Adviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and/or research services provided by brokers the broker-dealer, viewed in terms of either the particular transaction or dealers who may effect or be a party the Sub-Adviser's overall responsibilities with respect to the Fund and the other accounts as to which the Sub-Adviser exercises investment discretion, without any requirement to demonstrate that any such transaction or other transactions factor is of a direct benefit to which other clients the Fund, (ii) such commission is paid in compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and (iii) in the opinion of the Sub-Adviser may be a party. It is understood that none of the FundAdviser, the Trust, the Manager nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for total commissions paid by the Fund that will be reasonable in relation to the 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 benefits to the Fund than may result when allocating brokerage to other brokers on over the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood long term. (g) Provided that the services provided by such brokers may be useful relevant materials have been forwarded to the Sub-Adviser in connection a timely fashion by, or on behalf of, the Fund, the Sub-Adviser shall be responsible for voting proxies and making all other voting and consent determinations with its services respect to the issuers of securities and other clientsinstruments held in the Fund's portfolio in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund and (ii) accordance with the Sub-Adviser's proxy voting policies and procedures, a copy of which has been provided to the Adviser. Such authority shall remain in effect unless the Adviser has advised the Sub-Adviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Fund or otherwise delegated to another party. The Sub-Adviser shall have the power to exercise rights, options, warrants, conversion privileges, and redemption privileges and tender securities pursuant to a tender offer with respect to any Assets held by the Fund. The Adviser shall be responsible for the timely filing of all claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which investors may participate related to securities currently or previously associated with the Fund and shall provide the Sub-Adviser with a copy of any such claim or related document so filed. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clientscustomers, the Sub-Adviser, may, to the extent permitted by applicable laws and regulations, may, but shall not be under no obligation obligated to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientscustomers. (eh) The Sub-Adviser shall maintain all books and records shall: (i) provide the Adviser with respect any information reasonably requested regarding its management of the Assets required for the Prospectus, reports to the Fund's securities transactions required by sub-paragraphs investors or filings with the Securities and Exchange Commission (b)(5the "Commission"), and other information reasonably requested by the Adviser; (6), (9ii) 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 Manager and to the Trust's Trustees Board such periodic and special reports as the Manager Board or the Trustees Adviser may reasonably request; and (iii) meet with representatives of the Adviser or members of the Board at the reasonable request of the Adviser or the Board for the purpose of reviewing the Sub-Adviser's performance under this Agreement at reasonable times and upon reasonable advance notice. (fi) The Sub-Adviser shall provide will maintain a written code of ethics (the "Code of Ethics") that complies with the requirements of Rule 17j-1 under the 1940 Act ("Rule 17j-1"), a copy of which will be provided to the Adviser and the Fund, and will institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement. The Sub-Adviser also will certify annually to the Fund that it and its "Advisory Persons" (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous period or, if not, explain what the Sub-Adviser has done to seek to ensure such compliance in the future. (j) The Sub-Adviser will promptly notify the Adviser in writing of, in each case prior to, or promptly after, the occurrence of: (i) any actual or, to the extent known, reasonably expected future change in control or management of the Sub-Adviser; (ii) the death, incapacitation or departure of Xxxxxx X. Xxxxxxx, Xxxx X. Xxxxx or Xxxxxxx X. Xxxxxxxxx from the Sub-Adviser, or the cessation of the active involvement of any of the foregoing persons in the management of the Sub-Adviser or portfolio management of the Fund; and (iii) any other change in the portfolio manager(s) employed by the Sub-Adviser that are primarily responsible for the day-to-day management of the Fund's Custodian portfolio. (k) The Sub-Adviser will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders for the Fund as are required to be maintained by the Fund under the 1940 Act. The Sub-Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-Adviser pursuant to this Sub-Advisory Agreement required to be prepared and maintained by the Sub-Adviser pursuant to applicable law. To the extent required by law, the books and records pertaining to the Fund, which are in possession of the Sub-Adviser, shall be the property of the Fund; provided, however, that the Sub-Adviser may retain copies of the Fund's books and records at its own cost. Upon the reasonable advance notice of the Adviser or the Fund, copies of any such books and records shall be provided promptly by the Sub-Adviser to the Adviser and the Fund, or their respective designated representatives. (l) Upon request, and in accordance with the scope of its obligations and responsibilities contained in this Agreement, Sub-Adviser will provide reasonable certifications and documentation to the Adviser in connection with the Fund's compliance with applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations thereunder, and Rule 38a-1 under the 1940 Act. Such assistance shall include, but not be limited to: (i) providing, upon the request of the Fund's Chief Compliance Officer, copies of the Sub-Adviser's compliance policies and procedures, and a summary thereof; (ii) certifying quarterly, or more frequently upon reasonable request, that the Sub-Adviser's compliance program adopted pursuant to Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the "Advisers Act") is reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services Sub-Adviser is obligated to provide to the Fund and is operating effectively; (iii) providing the Fund's Chief Compliance Officer with direct access to the Sub-Adviser's compliance personnel as reasonably requested; (iv) providing the Fund's Chief Compliance Officer with such periodic reports as reasonably requested and in a form satisfactory to the Adviser and the Sub-Adviser; and (vi) promptly providing the Fund's Chief Compliance Officer with a written report in the event of any material compliance violations in respect of the Fund. Upon request, the Sub-Adviser will provide certifications to the Fund, in a form satisfactory to the Fund and the Sub-Adviser, to be relied upon by the Fund's officers certifying the Fund's periodic reports on each business day with information relating Form N-CSR pursuant to Rule 30a-2 under the 1940 Act. (m) The Sub-Adviser has provided to the Adviser prior to the execution of this Agreement, and the Adviser has acknowledged receipt of, all accounts, books, internal working papers and any other records or documents that are necessary to form the basis for or demonstrate the calculation of any historical performance or rate of return data previously furnished to the Adviser or its affiliates, for each month, quarter and year from the earliest date until the date hereof and, within five days following the request of the Adviser, will provide such materials with respect to monthly, quarterly and annual periods commencing hereafter. (n) In connection with any purchase and sale of securities or other instruments for the Fund, the Sub-Adviser will arrange for the transmission to the custodian for the Fund (the "Custodian") on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative and recordkeeping responsibilities with respect to the Fund. The parties acknowledge that the Sub-Adviser is not a custodian of the Fund's assets and will not take possession or custody of the Assets. (o) The Sub-Adviser will assist the Custodian, administrator or similar party designated by the Adviser in assessing the fair value of securities or other instruments held in the Fund's portfolio transactions pursuant for which market quotations are not readily available or for which the Adviser or the Board has otherwise determined to standing instructionsfair value such portfolio holdings. Notwithstanding the foregoing, the Adviser acknowledges and agrees that Sub-Adviser is not a pricing vendor for the Fund, the Sub-Adviser agrees to provide pricing information solely as an accommodation for the Fund, to the extent legally and contractually permissible, and the Sub-Adviser does not have any responsibility for determining the price of any security held by the Fund or calculating the Fund's net asset value. The Sub-Adviser shall not be liable for any damages or losses resulting from prices for which the Sub-Adviser provides assistance in obtaining a valuation, or for which it makes a recommendation, except to the extent that the Sub-Adviser knew or had reason to know that the information provided by the Sub-Adviser was incorrect or unreliable. (p) The Sub-Adviser will provide reasonable assistance to Adviser in respect of the Adviser's marketing efforts, provided that Sub-Adviser shall not be required to take any action that would render it an underwriter, broker or dealer in respect of the Fund or its securities. The Sub-Adviser's International Long/Short Equity team agrees to meet by conference call once quarterly with the Adviser to discuss the Fund's performance and outlook. For all quarterly calls, at least one investment team member will participate. A senior member of the Sub-Adviser's International Long/Short Equity team will participate in these quarterly calls as his schedule allows. In addition, the Sub-Adviser agrees to prepare and to deliver to the Adviser no later than 45-60 days after the end of each fiscal quarter a quarterly investment letter for the Fund. A member of the Sub-Adviser's International Long/Short Equity team shall make commercially reasonable attempts to attend Board meetings no less than quarterly or upon reasonable request after prior notice. (q) The Sub-Adviser represents and covenants that, for the period beginning as of the Commencement Date and ending on the fourth anniversary of the Commencement Date, subject to fiduciary duties, it will make a good faith effort to accept investment management authority for at least $1 billion in Fund assets, which may be utilized at any time, and from time to time.

Duties as Sub-Adviser. Subject to the supervision of the Board of Trustees of --------------------- the Trust and the Manager, the Sub-Adviser shall manage the investment operations of the Fund and the composition of the portfolio of the Fund, including the purchase, retention and disposition of securities therein thereof, in accordance with the investment objectives, policies and restrictions of the Fund, as specified stated in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Sub-Adviser shall provide supervision of the Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by the Fund, and what portion of the Fund's assets will be invested or held uninvested as cash. (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement. 2. (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board Trustees of Trustees the Trust and the Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Sub-Adviser shall determine the securities to be purchased or sold by 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 Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the 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 Sub-Adviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the 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 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 Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Board of 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 Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Sub- 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) The Sub-Adviser shall maintain all books and records with respect to the 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 Manager and to the Trust's Trustees such periodic and special reports as the Manager or the Trustees may reasonably request. (f) The Sub-Adviser shall provide the Fund's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.

Duties as Sub-Adviser. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-Adviser shall manage the investment operations of the each Fund and the composition of the portfolio of the each Fund, including the purchase, retention and disposition of securities therein therein, in accordance with the investment objectives, policies and restrictions of the each Fund, as specified in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Sub-Adviser shall provide supervision of the each Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by the each Fund, and what portion of the each Fund's assets will be invested or held uninvested as cash. (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement. 2. (c) The Sub-Adviser, in the performance of its duties and obligations under this 2 Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Sub-Adviser shall determine the securities to be purchased or sold by the each 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 Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the a Fund with investment supervision or the placing of orders for portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the 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 Sub-Adviser may be a party. It is understood that none of the FundFunds, the Trust, the Manager nor the Sub-Adviser has adopted a formula for allocation of the a Fund's investment transaction business. It is also understood that it is desirable for the each Fund that the 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 the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the each Fund with such certain brokers, subject to review by the Trust's Board of 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 Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of one or more of the Fund Funds as well as other clients, the Sub-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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. (e) The Sub-Adviser shall maintain all books and records with respect to the 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 Manager and to the Trust's Trustees such periodic and special reports as the Manager or the Trustees may reasonably request. (f) The Sub-Adviser shall provide the each Fund's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.standing

Duties as Sub-Adviser. Subject to the supervision of the Board of Trustees Directors --------------------- of the Trust Company and the Manager, the Sub-Adviser shall manage the investment operations of the Fund and the composition of the portfolio of the Fund, including the purchase, retention and disposition of securities therein thereof, in accordance with the investment objectives, policies and restrictions of the Fund, as specified in the currently effective Prospectus (as hereinafter defined) and statement of additional information and subject to the following understandings: (a) A. The Sub-Adviser shall provide supervision of the Fund's investments and determine from time to time what investments or securities will be purchased, retained, sold or lent by the Fund, and what portion of the Fund's assets will be invested or held uninvested as cash. (b) B. The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement. 2. (c) C. The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration Articles of TrustIncorporation, By-Laws and Prospectus (each as hereinafter defined) of the Trust Company and with the instructions and directions of the Board of Trustees Directors and the Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) D. The Sub-Adviser shall determine the securities to be purchased or sold by 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 TrustCompany's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees Directors may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the 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 Sub-Adviser may be a party. It is understood that none of the Fund, the TrustCompany, the Manager nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the 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 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 Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the TrustCompany's Board of Trustees 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 Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) E. The Sub-Adviser shall maintain all books and records with respect to the 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 Manager and to the TrustCompany's Trustees Directors such periodic and special reports as the Manager or the Trustees Directors may reasonably request. (f) F. The Sub-Adviser shall provide the Fund's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.