Common use of Duties of Subadviser Clause in Contracts

Duties of Subadviser. (a) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

Duties of Subadviser. (a) Subject The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion, subject at all times to the supervision of the Board of Trustees (the “Board”) Adviser and the AdviserTrustees of the Fund: (a) to direct the purchase, subscription or other acquisition, and the sale, redemption, and exchange of investments, subject to the duty to render to the Trustees of the Fund and the Adviser written reports of the composition of the portfolio of the Fund as often as the Adviser or the Trustees of the Fund shall reasonably require; (b) to make all decisions relating to the manner, method, and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided the Subadviser shall regularly provide have no authority to direct the Fund, with respect to such portion transfer of the Fund’s 's funds or assets to itself or other affiliated persons and shall have no authority over the disbursement (as shall opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all such other actions as may be allocated considered necessary or appropriate to discharge its duties hereunder; PROVIDED THAT any specific or general directions which the Trustees of the Fund or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated herein, override the general authority given by this provision to the Adviser extent that the Trustees of the Fund may, at any time and from time to time time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to direct the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to such brokers or agents executing such trades on a "best execution basis", i.e. at the best price and/or with research or other services which render that broker's services the most appropriate for the Subadviser's needs, and further that the Subadviser is satisfied that the dealing and execution quality of such brokers are satisfactory to the Subadviser; and PROVIDED FURTHER that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) above. The Subadviser further agrees that, in performing its duties hereunder, it will: (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended, (the “Allocated Assets”)"Code") and all other applicable federal and state laws and regulations, with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)for the Fund, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies procedures adopted by the Board Trustees in writing and disclosed made available to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of ; (ii) manage the Fund in one or more accordance with the investment companies. requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder, and (biii) The Subadviser will place direct the placement of orders pursuant to its investment determinations for the Fund either directly with the issuer issuer, or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection in accordance with applicable policies expressed in the selection Fund's Prospectus and/or Statement of such brokers or dealers Additional Information and the placing of such orders, subject to in accordance with applicable law, brokers or dealers may be selected who also provide brokerage and research services legal requirements; (as those terms are defined in Section 28(eb) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) furnish to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whatever non-proprietary reports the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted reasonably request with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser Fund's assets or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptlycontemplated investments. In addition, the Subadviser will be keep the Fund and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund from time to time whatever information the Subadviser believes appropriate for this purpose; (c) make available to consult the Fund's administrator, Northstar Administrators Corporation (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its affiliates (i) becomes aware that it is subject to a pricing problem statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to participate notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Trust’s valuation meetingsFund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein respecting or relating to the Subadviser that becomes untrue in any material respect. The Adviser shall likewise immediately notify the Subadviser if it becomes aware of any regulatory action of the type described in this subparagraph 2(d) respecting or relating to the Fund, the Adviser, or any Affiliates of the Adviser.

Duties of Subadviser. (a) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the respective Fund’s investment objectives, policies and restrictions, as stated in the respective Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the FundFunds. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the a Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those assets of the Fund which are designated by the Adviser for investment in common stocks (a) Subject the "Assets"), with power on behalf of and in the name of the Fund at Subadviser's discretion; subject at all time to the supervision of the Board Adviser and the Trustees of the Trust: (a) to direct the purchase, subscription or other acquisition of investments and to direct the sale, redemption, and exchange of the Assets, subject to the duty to render to the Trustees (of the “Board”) Trust, the Adviser and the Custodian such written reports regarding the Assets as often as the Trustees or the Adviser of the Fund shall reasonably require; provided however that all investment decisions and orders shall be communicated to the Adviser, who shall select brokers and dealers to execute such purchase and sell orders. (b) to make all decisions relating to the Subadviser shall regularly provide timing of investment transactions relating to the FundAssets, with respect and to engage such portion consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to take all such other actions as may be considered necessary or appropriate to discharge its duties thereunder; PROVIDED THAT any specific or general directions which the Trustees of the Fund’s assets as shall be allocated Fund or the Adviser may give to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated herein, override the general authority given by this provision. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) of this provision. The Subadviser further agrees that, in performing its duties hereunder, it will (a) coordinate with the Adviser from time to time (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the “Allocated Assets”)"Code") and all other applicable federal and state laws and regulations, with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)for the Fund, and subject to such other restrictions and limitations as directed with any applicable procedures adopted by the officers Trustees in writing and made available to Subadviser; (ii) manage the Assets in accordance with the investment requirements for regulated investment companies under Subchapter M of the Adviser or Code and regulations issued thereunder; and (iii) review on a daily basis and confirm as accurate the valuations of the securities comprising the Assets. (b) furnish to the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, whatever non-proprietary reports it may reasonably request with respect to the Allocated AssetsAssets or contemplated investments. In addition, determine the Subadviser will keep the Trust and the Trustees informed of developments materially affecting the Assets and shall, on the Subadviser's own initiative, furnish to the Trust from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by whatever information the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject Subadviser believes appropriate for this purpose; (c) make available to the provisions of Fund's administrator, Northstar Administrators Corp. (the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”"Administrator"), the 1940 Act Adviser, and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Assets as may be required to assist the Adviser, the Administrator and the Trust in their compliance with applicable rules laws and regulations promulgated thereunder regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Trust in the event that the Subadviser or any of its affiliates: (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the “SEC”), interpretive guidance issued thereunder by the SEC staff Trust and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided immediately of any material fact known to the Subadviser from time respecting or relating to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate contained in the Trust’s valuation meetings's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Trust, the Fund, Adviser, Administrator and their affiliates shall likewise immediately notify the Subadviser if any of them become aware of any regulatory action of the type described in this subparagraph 2(d).

Duties of Subadviser. (a) Subject The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising the assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion; subject at all times to the supervision of the Board of Trustees (the “Board”) Adviser and the AdviserTrustees of the Fund: (a) to direct the purchase, subscription or other acquisition of investments and to direct the sale, redemption, and exchange of investments, subject to the duty to render to the Trustees of the Fund, the Adviser and the Custodian written reports of the composition of the portfolio of the Fund as often as the Trustees of the Fund shall reasonably require; (b) to make all decisions relating to the manner, method and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided that the Subadviser shall regularly provide have no authority to direct the transfer of the Fund's funds or assets to itself or other persons and shall have no authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; PROVIDED THAT any specific or general directions which the Trustees of the Fund, with respect to such portion of or the Fund’s assets as shall be allocated Adviser may give to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated therein, override the general authority given by this provision to the Adviser extent that the Trustees of the Fund may, at any time and from time to time time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular the Adviser shall have the right to direct the Subadviser to place trades through brokers \and other agents of the Adviser's choice, subject to such brokers or agents executing such trades on a "best execution basis", i.e. at the best price and/or with research or other services which render that broker's services the most appropriate for the Subadviser's needs, and further that the Subadviser is satisfied that the dealing and execution quality of such brokers are satisfactory to the Subadviser, and PROVIDED FURTHER that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) of this provision. The Subadviser further agrees that, in performing its duties hereunder, it will: (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the “Allocated Assets”)"Code") and all other applicable federal and state laws and regulations, with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)for the Fund, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies procedures adopted by the Board Trustees in writing and disclosed made available to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of (ii) manage the Fund in one or more accordance with the investment companies. requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder; (biii) The Subadviser will place direct the placement of orders pursuant to its investment determinations for the Fund either directly with the issuer issuer, or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection in accordance with applicable policies expressed in the selection Fund's Prospectus and/or Statement of such brokers or dealers Additional Information and the placing of such orders, subject to in accordance with applicable law, brokers or dealers may be selected who also provide brokerage and research services legal requirements. (as those terms are defined in Section 28(eb) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) furnish to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whatever non-proprietary reports the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted reasonably request with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser Fund's assets or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptlycontemplated investments. In addition, the Subadviser will be keep the Fund and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund from time to time whatever information the Subadviser believes appropriate for this purpose; (c) make available to consult the Fund's administrator, Pilgrim Group, Inc. (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its affiliates: (i) becomes aware that it is subject to a pricing problem statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to participate notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Trust’s valuation meetingsFund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Fund, Adviser, Administrator, and their Affiliates shall likewise immediately notify the Subadviser if any of them becomes aware of any regulatory action of the type described in this subparagraph 2(d).

Duties of Subadviser. (a) Subject The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion, subject at all times to the supervision of the Board of Trustees (the “Board”) Adviser and the AdviserTrustees of the Fund: (a) to direct the purchase, subscription or other acquisition, and the sale, redemption, and exchange of investments, subject to the duty -to render to the Trustees of the Fund and the Adviser written reports of the composition of the portfolio of the Fund as often as the Adviser or the Trustees of the Fund shall reasonably require; (b) to make all decisions relating to the manner, method, and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided the Subadviser shall regularly provide have no authority to direct the Fund, with respect to such portion transfer of the Fund’s 's funds or assets to itself or other affiliated persons and shall have no authority over the disbursement (as shall opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all such other actions as may be allocated considered necessary or appropriate to discharge its duties hereunder; PROVIDED THAT any specific or general directions which the Trustees of the Fund or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated herein, override the general authority given by this provision to the Adviser extent that the Trustees of the Fund may, at any time and from time to time time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to direct the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to such brokers or agents executing such trades on a "best execution basis", i.e. at the best price and/or with research or other services which render that broker's services the most appropriate for the Subadviser's needs, and further that the Subadviser is satisfied that the dealing and execution quality of such brokers are satisfactory to the Subadviser; and PROVIDED FURTHER that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) above. The Subadviser further agrees that, in performing its duties hereunder, it will: (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended, (the “Allocated Assets”)"Code") and all other applicable federal and state laws and regulations, with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)for the Fund, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies procedures adopted by the Board Trustees in writing and disclosed made available to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of ; (ii) manage the Fund in one or more accordance with the investment companies. requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder, and (biii) The Subadviser will place direct the placement of orders pursuant to its investment determinations for the Fund either directly with the issuer issuer, or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection in accordance with applicable policies expressed in the selection Fund's Prospectus and/or Statement of such brokers or dealers Additional Information and the placing of such orders, subject to in accordance with applicable law, brokers or dealers may be selected who also provide brokerage and research services legal requirements; (as those terms are defined in Section 28(eb) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) furnish to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whatever non-proprietary reports the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted reasonably request with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser Fund's assets or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptlycontemplated investments. In addition, the Subadviser will be keep the Fund and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund from time to time whatever information the Subadviser believes appropriate for this purpose; (c) make available to consult the Fund's administrator, Northstar Administrators Corporation (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its affiliates (i) becomes aware that it is subject to a pricing problem statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to participate notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Trust’s valuation meetingsFund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein respecting or relating to the Subadviser that becomes untrue in any material respect. The Adviser shall likewise immediately notify the Subadviser if it becomes aware of any regulatory action of the type described in this subparagraph 2(d) respecting or relating to the Fund, the Adviser, or any Affiliates of the Adviser.

Duties of Subadviser. (a) Subject Janus hereby engages the services of Subadviser as subadviser in furtherance of the Advisory Agreement. Subadviser agrees to perform the following duties, subject to the supervision oversight of Janus and to the overall control of the officers and the Board of Trustees (the “Board”"Trustees") of the Trust: (a) Subadviser shall manage the investment operations of the Fund and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance composition of its duties and obligations under this Agreementinvestment portfolio, manage the Subadviser Assets consistent shall determine without prior consultation with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or Janus, what securities and other assets of the Adviser. The Subadviser shallFund will be acquired, held, disposed of or loaned, and shall direct Janus with respect to the Allocated Assetsexecution of trades in connection with such determinations, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as conformity with the investment objectives, policies and restrictions and the other statements concerning the Fund in the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and registration statements under the 1940 Act and the Securities Act of 1933, as amended (the "1933 Act"), the Advisers Act, the rules thereunder and all other applicable federal and state laws and regulations, and the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to the Fund referred as a regulated investment company; (b) Subadviser shall cause its officers to aboveattend meetings and furnish oral or written reports, any written instructions as the Trust or Janus may reasonably require, in order to keep Janus, the Trustees and directions appropriate officers of the Board or the Adviser provided Trust fully informed as to the condition of the investment portfolio of the Fund, the investment decisions of Subadviser, and the investment considerations which have given rise to those decisions; (c) Subadviser shall maintain all books and records required to be maintained by Subadviser pursuant to the 1940 Act, the Advisers Act, and the rules and regulations promulgated thereunder, as the same may be amended from time to time, and any other specific policies adopted by the Board and disclosed with respect to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion transactions on behalf of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized , and shall furnish the Trustees and Janus with such periodic and special reports as the agent Trustees or Janus reasonably may request. Subadviser hereby agrees that all records which it maintains for the Fund or the Trust are the property of the Trust, agrees to permit the reasonable inspection thereof by the Trust or its designees and agrees to give instructions with respect preserve for the periods prescribed under the 1940 Act and the Advisers Act any records which it maintains for the Trust and which are required to be maintained under the 1940 Act and the Advisers Act, and further agrees to surrender promptly to the Allocated Assets Trust or its designees any records which it maintains for the Trust upon request by the Trust; (d) Subadviser shall submit such reports relating to the custodian valuation of the Fund's assets and to otherwise assist in the calculation of the net asset value of shares of the Fund as may reasonably be requested; (e) Subadviser shall provide Janus with such assistance and advice as Janus may reasonably request as to deliveries of securities and other investments and payments of cash for the account manner in which to exercise, on behalf of the Fund. Subject , such voting rights, subscription rights, rights to applicable provisions consent to corporate action and any other rights pertaining to the Fund's assets that may be exercised, in accordance with any policy pertaining to the same that may be adopted or agreed to by the Trustees of the Trust, so that Janus may exercise such rights, or, in the event that the Trust retains the right to exercise such voting and other rights, to furnish the Trust with advice as may reasonably be requested as to the manner in which such rights should be exercised; (f) At such times as shall be reasonably requested by the Trustees or Janus, Subadviser shall provide the Trustees and Janus with economic, operational and investment data and reports, including without limitation all information and materials reasonably requested by or requested to be delivered to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act, and shall make available to the Trustees and Janus any economic, statistical and investment program services normally available to be provided hereunder may entail the similar investment company clients of all or substantially all of the assets of the Fund in one or more investment companies.Subadviser; and (bg) The Subadviser will place orders pursuant provide to its investment determinations Janus for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers regulatory filings and the placing of such orders, subject other appropriate uses materially accurate and complete information relating to applicable law, brokers or dealers Subadviser as may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934reasonably requested by Janus from time to time and, as amended (the “Exchange Act”)) notwithstanding anything herein to the Fund and/or the other accounts over which the contrary, Subadviser shall be liable to Janus for all damages, costs and expenses, including without limitation reasonable attorney's fees (hereinafter referred to collectively as "Damages"), incurred by Janus as a result of any material inaccuracies or its affiliates exercise investment discretion. The omissions in such information provided by Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting Janus, provided, however, that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation shall not be liable to the value of the brokerage and research services provided extent that any Damages are based upon inaccuracies or omissions made in reliance upon information furnished to Subadviser by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereinJanus. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

Duties of Subadviser. A. Subadviser is hereby authorized and directed and hereby agrees to (ai) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)Portfolio, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, (ii) determine from time to time what securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will assets of the Portfolio shall be held in uninvested. Subadviser shall perform these duties subject always to (1) the various securities overall supervision of Adviser and other investments in which the Board of Directors of the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing DocumentsBoard”), (2) the 1940 Act Fund’s Articles and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission Bylaws (the “SEC”as defined below), interpretive guidance issued thereunder by as amended from time to time, (3) the SEC staff and any other applicable federal and state law, as well as the stated investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of Portfolio as set forth in the Fund’s assets concerning Fund transactions then current Registration Statement (as defined below), (4) any additional policies or guidelines established by Adviser or Board that have been furnished in securities or other assets. The Subadviser is authorized as the agent writing to Subadviser, (5) applicable provisions of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to law, including, without limitation, all applicable provisions of the 1940 ActAct and the rules and regulations thereunder, and (6) the investment program to be provided hereunder may entail the investment of all or substantially all provisions of the assets Internal Revenue Code of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”) applicable to “regulated investment companies” (as defined in Section 851 of the Code)) , as amended from time to time. In accordance with Section VII, Subadviser shall arrange for the Fund and/or execution of all orders for the purchase and sale of securities and other accounts over which investments for the Subadviser or its affiliates Portfolio’s account and will exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage full discretion and research services a commission for executing a portfolio transaction act for the Fund which is in excess the same manner and with the same force and effect as the Fund might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. B. Subadviser shall have no responsibility with respect to maintaining custody of the amount of commission another broker or dealer would have charged for effecting that transaction if Portfolios assets. Subadviser shall affirm security transactions with central depositories and advise the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value custodian of the brokerage Portfolio (“Custodian”) or such depositories or agents as may be designated by Custodian and research services provided by such Adviser promptly of each purchase and sale of a portfolio security, specifying the name of the issuer, the description and amount or number of shares of the security purchased, the market price, the commission and gross or net price, the trade date and settlement date and the identity of the effecting broker or dealer. This determination may be viewed in terms Subadviser shall from time to time provide Custodian and Adviser with evidence of either that particular transaction or the overall responsibilities which the Subadviser and authority of its affiliates have with respect personnel who are authorized to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereingive instructions to Custodian. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) C. Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, securities held in the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures Portfolio without consultation with the Adviser or Fund, provided that Subadviser will follow any written instructions received from Adviser or Fund with respect to voting as to particular issues. Subadviser shall instruct the Fund. The Subadviser agrees Custodian to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, respond to all corporate action matters incident to the Adviser. The Subadviser also agrees to provide information securities held in the Portfolio including, without limitation, proofs of claim in bankruptcy and class action cases and shelf registrations, provided such materials, including proxy solicitations, have been forward to the Subadviser in a timely fashion by the Custodian. D. Subadviser shall, upon Adviser’s request, consult with Adviser to assist Adviser in its development of strategic marketing plans for the Fund on or before November 30 in each year for the Trust regarding proxies voted following calendar year with respect to the Allocated Assets pursuant this section at Portfolio and the variable contract for which it provides an underlying investment choice. Subadviser shall also, from time to time, provide such times additional marketing support as Adviser may reasonably request, including, without limitation, assistance in product roll-outs, on-going product training and sales support, and development of sales strategies. Subadviser shall coordinate all marketing support efforts with Adviser, including, without limitation, the promotion of products, training of Adviser’s field force, seminars promoting the Portfolio and preparation of presentations for clients (collectively referred to as the activities of “Wholesalers”). Wholesalers’ participation in a format requested on-site presentations, sales desk training, conferences, and portfolio manager conference calls shall first be approved by Adviser. E. Upon request of Adviser and/or Fund, Subadviser shall provide assistance in connection with the Adviser determination of the fair value of securities in the Portfolio for which market quotations are not readily available. F. In the performance of its duties hereunder, Subadviser is and shall be an independent contractor and except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the Portfolio or the Trust. (e) The Subadviser will monitor the security valuations Fund in any way or otherwise be deemed to be an agent of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transactionPortfolio, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event Fund or of a pricing problem and to participate in the Trust’s valuation meetingsAdviser.

Duties of Subadviser. A. Subadviser is hereby authorized and directed and hereby agrees to (ai) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)Portfolio, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, (ii) determine from time to time what securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will assets of the Portfolio shall be held in uninvested. Subadviser shall perform these duties subject always to (1) the various securities overall supervision of Adviser and other investments in which the Board of Directors of the Fund invests(the "Board"), and shall implement those decisions, all subject to (2) the provisions of the Trust’s Declaration of Trust Fund's Articles and By-Laws laws (collectively, the “Governing Documents”as defined below), as amended from time to time, (3) the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the stated investment objectives, policies and restrictions of the Fund referred Portfolio as set forth in the Fund's then current Registration Statement (as defined below), (4) any additional policies or guidelines established by Adviser or Board that have been furnished in writing to aboveSubadviser, any written instructions and directions (5) applicable provisions of law, including, without limitation, all applicable provisions of the Board or 1940 Act and the Adviser provided rules and regulations thereunder, and (6) the provisions of the Internal Revenue Code of 1986, as amended (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Subadviser Code), as amended from time to time. In accordance with Section VII, Subadviser shall arrange for the execution of all orders for the purchase and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries sale of securities and other investments and payments of cash for the Portfolio's account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of and will exercise full discretion and act for the Fund in one the same manner and with the same force and effect as the Fund might or more investment companiescould do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. B. Subadviser shall have no responsibility with respect to maintaining custody of the Portfolios assets. Subadviser shall affirm security transactions with central depositories and advise the custodian of the Portfolio (b"Custodian") The Subadviser will place orders pursuant to its investment determinations for or such depositories or agents as may be designated by Custodian and Adviser promptly of each purchase and sale of a portfolio security, specifying the Fund either directly with name of the issuer issuer, the description and amount or with any broker number of shares of the security purchased, the market price, the commission and gross or dealernet price, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers trade date and settlement date and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) identity of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms Subadviser shall from time to time provide Custodian and Adviser with evidence of either that particular transaction or the overall responsibilities which the Subadviser and authority of its affiliates have with respect personnel who are authorized to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereingive instructions to Custodian. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) C. Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, securities held in the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures Portfolio without consultation with the Adviser or Fund, provided that Subadviser will follow any written instructions received from Adviser or Fund with respect to voting as to particular issues. Subadviser shall instruct the Fund. The Subadviser agrees Custodian to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, respond to all corporate action matters incident to the Adviser. The Subadviser also agrees to provide information securities held in the Portfolio including, without limitation, proofs of claim in bankruptcy and class action cases and shelf registrations, provided such materials, including proxy solicitations, have been forward to the Subadviser in a timely fashion by the Custodian. D. Subadviser shall, upon Adviser's request, consult with Adviser to assist Adviser in its development of strategic marketing plans for the Fund on or before November 30 in each year for the Trust regarding proxies voted following calendar year with respect to the Allocated Assets pursuant this section at Portfolio and the variable contract for which it provides an underlying investment choice. Subadviser shall also, from time to time, provide such times additional marketing support as Adviser may reasonably request, including, without limitation, assistance in product roll-outs, on-going product training and sales support, and development of sales strategies. Subadviser shall coordinate all marketing support efforts with Adviser, including, without limitation, the promotion of products, training of Adviser's field force, seminars promoting the Portfolio and preparation of presentations for clients (collectively referred to as the activities of "Wholesalers"). Wholesalers' participation in a format requested on-site presentations, sales desk training, conferences, and portfolio manager conference calls shall first be approved by Adviser. E. Upon request of Adviser and/or Fund, Subadviser shall provide assistance in connection with the Adviser determination of the fair value of securities in the Portfolio for which market quotations are not readily available. F. In the performance of its duties hereunder, Subadviser is and shall be an independent contractor and except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the Portfolio or the Trust. (e) The Subadviser will monitor the security valuations Fund in any way or otherwise be deemed to be an agent of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transactionPortfolio, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event Fund or of a pricing problem and to participate in the Trust’s valuation meetingsAdviser.

Duties of Subadviser. (a) Subject The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion, subject at all times to the supervision of the Board of Trustees (the “Board”) Adviser and the AdviserTrustees of the Fund: (a) to direct the purchase, subscription or other acquisition, and the Subadviser sale, redemption, and exchange of investments, subject to the duty to render to the Trustees of the Fund and the Adviser written reports of the composition of the portfolio of the Fund as often as the Adviser or the Trustees of the Fund shall regularly provide reasonably require; (b) to make all decisions relating to the manner, method and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, with respect provided the Subadviser have no authority to such portion direct the transfer of the Fund’s 's funds or assets to itself or other affiliated persons and shall have no authority over the disbursement (as shall opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all other actions as may be allocated considered necessary or appropriate to discharge its duties hereunder; PROVIDED THAT any specific or general directions which the Trustees of the Fund or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary expressly stated herein, override the general authority given by this provision to the Adviser extent that the Trustees of the Fund may, at any time and from time to time time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to direct the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to such brokers or agents executing such trades on a "best execution basis", i.e. at the best price and/or with research or other services which render the broker's services the most appropriate for the Subadviser's needs, and further that the Subadviser is satisfied that the dealing and execution quality of such brokers are satisfactory to the Subadviser; and PROVIDED FURTHER that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadivser's performance of the duties delineated in subparagraphs (a)-(b) above. The Subadviser further agrees that, in performing its duties hereunder, it will: (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended, (the “Allocated Assets”)"Code") and all other applicable federal and state laws and regulations, with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)for the Fund, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies procedures adopted by the Board Trustees in writing and disclosed made available to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of ; (ii) manage the Fund in one or more accordance with the investment companies. requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder, and (biii) The Subadviser will place direct the placement of orders pursuant to its investment determinations for the Fund either directly with the issuer issuer, or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection in accordance with applicable policies expressed in the selection Fund's Prospectus and/or Statement of such brokers or dealers Additional Information and the placing of such orders, subject to in accordance with applicable law, brokers or dealers may be selected who also provide brokerage and research services legal requirements; (as those terms are defined in Section 28(eb) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) furnish to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whatever non-proprietary reports the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have reasonably request with respect to accounts over which they exercise investment discretionthe Fund's assets or contemplated investments. The Board may adopt policies In addition the Subadviser will keep the Fund and procedures that modify the Trustees informed of developments materially affecting the Fund's portfolio and restrict shall, on the Subadviser’s authority regarding 's own initiative, furnish to the execution of Fund from time to time whatever information the Fund’s portfolio transactions provided herein.Subadviser believes appropriate for this purpose; (c) Pursuant make available to the Advisory AgreementFund's administrator, Northstar Administrators Corporation (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund authorizes as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any entity of its affiliates (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or person associated with (ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is a member not contained in the Fund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, of a national securities exchange, any statement contained therein respecting or relating to effect the Subadviser that becomes untrue in any transaction on material respect. The Adviser shall likewise immediately notify the exchange for the account Subadviser if it becomes aware of any regulatory action of the Trust which is permitted by Section 11(atype described in this subparagraph 2(d) respecting or relating to the Fund, the Adviser, or any Affiliates of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresAdviser. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

Duties of Subadviser. (a) Subject The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising the assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion; subject at all times to the supervision of the Board of Trustees (the “Board”) Adviser and the AdviserTrustees of the Fund: (a) to direct the purchase, subscription or other acquisition of investments and to direct the sale, redemption, and exchange of investments, subject to the duty to render to the Trustees of the Fund, the Adviser and the Custodian written reports of the composition of the portfolio of the Fund as often as the Trustees of the Fund shall reasonably require; (b) to make all decisions relating to the manner, method and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided that the Subadviser shall regularly provide have no other authority to direct the transfer of the Fund's funds or assets to itself or other persons and shall have no other authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; PROVIDED THAT any specific or general directions which the Trustees of the Fund, with respect to such portion of or the Fund’s assets as shall be allocated Adviser may give to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated therein, override the general authority given by this provision to the Adviser extent that the Trustees of the Fund may, at any time and from time to time time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to request the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to the Subadviser's judgment that such brokers or agents will execute such trades on the best overall terms available, taking into consideration factors the Subadviser deems relevant including, without limitation, the price of the security, research or other services which render that broker's services the most appropriate for the Subadviser's needs, the financial condition and dealing and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis; and provided further that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) of this provision. The Subadviser further agrees that, in performing its duties hereunder, it will (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act the Internal Revenue Code (the “Allocated Assets”)"Code") and all other applicable federal and state laws and regulations, with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by for the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided supplied to the Subadviser from time to timeby the Adviser, and with any other specific policies applicable procedures adopted by the Board and disclosed Trustees in writing supplied to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented Subadviser by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of Adviser; (ii) manage the Fund in one or more accordance with the investment companies. requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder; (biii) The Subadviser will place direct the placement of orders pursuant to its investment determinations for the Fund either directly with the issuer issuer, or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection in accordance with applicable policies expressed in the selection Fund's Prospectus and/or Statement of such brokers or dealers Additional Information and the placing of such orders, subject to in accordance with applicable law, brokers or dealers may be selected who also provide brokerage and research services legal requirements. (as those terms are defined in Section 28(eb) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) furnish to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whatever non-proprietary reports the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted reasonably request with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser Fund's assets or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptlycontemplated strategies. In addition, the Subadviser will be keep the Fund and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund from time to time whatever information the Subadviser believes appropriate for this purpose; (c) make available to consult the Fund's administrator, Pilgrim Group, Inc. (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its affiliates: (i) becomes aware that it is subject to a pricing problem statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to participate notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Trust’s valuation meetingsFund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Fund, Adviser, Administrator, and their Affiliates shall likewise immediately notify the Subadviser if any of them becomes aware of any regulatory action of the type described in this subparagraph 2(d).

Duties of Subadviser. A. Subadviser is hereby authorized and directed and hereby agrees to (ai) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, (ii) determine from time to time what securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will assets of the Fund shall be held in uninvested. Subadviser shall perform these duties subject always to (1) the various securities overall supervision of Adviser and other investments in which the Fund investsBoard of Trustees of the Trust (the “Board”), and shall implement those decisions, all subject to the provisions of (2) the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state lawlaws, as well as amended from time to time, (3) the stated investment objectives, policies and restrictions of the Fund referred as set forth in the Trust’s then current Registration Statement (as defined below), (4) any additional policies or guidelines established by Adviser or Board that have been furnished in writing to aboveSubadviser, any written instructions and directions (5) applicable provisions of the Board or the Adviser provided to the Subadviser from time to timelaw, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment researchincluding, advicewithout limitation, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to all applicable provisions of the 1940 ActAct and the rules and regulations thereunder, and (6) the investment program to be provided hereunder may entail the investment of all or substantially all provisions of the assets Internal Revenue Code of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”) applicable to “regulated investment companies” (as defined in Section 851 of the Code)) , as amended from time to time. In accordance with Section VII, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for the Fund’s account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. B. Subadviser shall have no responsibility with respect to maintaining custody of the Fund’s assets. Subadviser shall affirm security transactions with central depositories and advise the custodian of the Fund and/or the other accounts over which the Subadviser (“Custodian”) or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker such depositories or dealer who provides such brokerage agents as may be designated by Custodian and research services a commission for executing Adviser promptly of each purchase and sale of a portfolio transaction for security, specifying the Fund which is in excess name of the issuer, the description and amount or number of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value shares of the brokerage security purchased, the market price, the commission and research services provided by such gross or net price, the trade date and settlement date and the identity of the effecting broker or dealer. This determination may be viewed in terms Subadviser shall from time to time provide Custodian and Adviser with evidence of either that particular transaction or the overall responsibilities which the Subadviser and authority of its affiliates have with respect personnel who are authorized to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereingive instructions to Custodian. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) C. Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, securities held in the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures Fund without consultation with the Adviser or Trust, provided that Subadviser will follow any written instructions received from Adviser or Trust with respect to voting as to particular issues. Subadviser shall instruct the Fund. The Custodian to respond to all corporate action matters incident to the securities held in the Fund including, without limitation, proofs of claim in bankruptcy and class action cases and shelf registrations, provided such materials, including proxy solicitations, have been forwarded to the Subadviser agrees to furnish in a copy timely fashion by the Custodian. D. Upon request of Adviser and/or Trust, Subadviser shall provide assistance in connection with the determination of the fair value of securities in the Fund for which market quotations are not readily available. E. In the performance of its proxy voting policies duties hereunder, Subadviser is and procedures, shall be an independent contractor and any amendments thereto, except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the Adviser. The Subadviser also agrees to provide information to the Adviser Fund or the Trust regarding proxies voted in any way or otherwise be deemed to be an agent of the Fund, the Trust or of Adviser. F. The Sub-adviser shall have no responsibility under this Agreement with respect to the Allocated Assets pursuant this section at such times and in a format requested management of assets of the Fund other than the portion of the Fund’s assets with respect to which the Subadviser provides investment advice. G. The Subadviser is prohibited from consulting with any other subadviser of the Fund, if any, or the subadviser to any other investment company (or separate series of an investment company) managed by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that concerning the Fund’s carrying value for a security does not fairly represent the price that could be obtained transactions in securities or other assets, except for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult purpose of complying with the Adviser in conditions of Rule 12d3-1 (a) and (b) under the event of a pricing problem and to participate in the Trust’s valuation meetings1940 Act.

Duties of Subadviser. (a) Subject to Adviser hereby engages the supervision services of the Board Subadviser in furtherance of Trustees its Investment Advisory and Management Agreement with Seasons Series Trust (the “Board”"Trust") and the Adviserdated as of August 8, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions1996, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser amended from time to time, . Pursuant to this Sub-Advisory Agreement and any other specific policies adopted by the Board and disclosed subject to the Subadviser. The Subadviser’s responsibility for providing oversight and review of Adviser, Subadviser will manage the investment research, advice, management and supervision to the Fund is limited to that discrete portion reinvestment of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one portfolio or more investment companies. portfolios (bthe "Portfolio(s)") The listed on Schedule A attached hereto. In this regard, Subadviser will place orders pursuant determine in its discretion the securities to be purchased or sold, will provide Adviser with records concerning its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over activities which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated is required to another partymaintain, and will render regular reports to Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. Subadviser shall exercise voting rights incident discharge the foregoing responsibilities subject to any security purchased withthe control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, or comprising a portion of, the Allocated Assets, and in accordance compliance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and proceduresobjectives, policies, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained limitations for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate Portfolio set forth in the Trust’s valuation meetings's current prospectus and statement of additional information, and applicable laws and regulations. Adviser agrees to inform Subadviser of any and all requirements of the California Insurance Code and regulations thereunder that operate to limit or restrict the investments the Portfolio may otherwise make, and to inform Subadviser promptly of any changes in such requirements. Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.

Duties of Subadviser. (a) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Allocated Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the FundFunds. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

Duties of Subadviser. (a) Subject Janus hereby engages the services of Subadviser as subadviser in furtherance of the Advisory Agreement. Subadviser agrees to perform the following duties, subject to the supervision oversight of Janus and to the overall control of the officers and the Board of Trustees (the “Board”"Trustees") of the Trust: (a) Subadviser shall manage the investment operations of the Fund and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance composition of its duties and obligations under this Agreementinvestment portfolio, manage the Subadviser Assets consistent shall determine without prior consultation with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or Janus, what securities and other assets of the Adviser. The Subadviser shallFund will be acquired, held, disposed of or loaned, and shall direct Janus with respect to the Allocated Assetsexecution of trades in connection with such determinations, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as conformity with the investment objectives, policies and restrictions and the other statements concerning the Fund in the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and registration statements under the 1940 Act and the Securities Act of 1933, as amended (the "1933 Act"), the Advisers Act, the rules thereunder and all other applicable federal and state laws and regulations, and the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to the Fund referred as a regulated investment company; (b) Subadviser shall cause its officers to aboveattend meetings and furnish oral or written reports, any written instructions as the Trust or Janus may reasonably require, in order to keep Janus, the Trustees and directions appropriate officers of the Board or the Adviser provided Trust fully informed as to the condition of the investment portfolio of the Fund, the investment decisions of Subadviser, and the investment considerations which have given rise to those decisions; (c) Subadviser shall maintain all books and records required to be maintained by Subadviser pursuant to the 1940 Act, the Advisers Act, and the rules and regulations promulgated thereunder, as the same may be amended from time to time, and any other specific policies adopted by the Board and disclosed with respect to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion transactions on behalf of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized , and shall furnish the Trustees and Janus with such periodic and special reports as the agent Trustees or Janus reasonably may request. Subadviser hereby agrees that all records which it maintains for the Fund or the Trust are the property of the Trust, agrees to permit the reasonable inspection thereof by the Trust or its designees and agrees to give instructions with respect preserve for the periods prescribed under the 1940 Act and the Advisers Act any records which it maintains for the Trust and which are required to be maintained under the 1940 Act and the Advisers Act, and further agrees to surrender promptly to the Allocated Assets Trust or its designees any records which it maintains for the Trust upon request by the Trust; (d) Subadviser shall submit such reports relating to the custodian valuation of the Fund's assets and to otherwise assist in the calculation of the net asset value of shares of the Fund as to deliveries of securities and other investments and payments of cash for the account may reasonably be requested; (e) Subadviser shall, on behalf of the Fund. Subject , exercise such voting rights, subscription rights, rights to applicable provisions consent to corporate action and any other rights pertaining to the Fund's assets that may be exercised, in accordance with any policy pertaining to the same that may be adopted or agreed to by the Trustees of the Trust, or, in the event that the Trust retains the right to exercise such voting and other rights, to furnish the Trust with advice as may reasonably be requested as to the manner in which such rights should be exercised; (f) At such times as shall be reasonably requested by the Trustees or Janus, Subadviser shall provide the Trustees and Janus with economic, operational and investment data and reports, including without limitation all information and materials reasonably requested by or requested to be delivered to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act, and shall make available to the Trustees and Janus any economic, statistical and investment program services normally available to be provided hereunder may entail the similar investment company clients of all or substantially all of the assets of the Fund in one or more investment companies.Subadviser; and (bg) The Subadviser will place orders pursuant provide to its investment determinations Janus for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers regulatory filings and the placing of such orders, subject other appropriate uses materially accurate and complete information relating to applicable law, brokers or dealers Subadviser as may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934reasonably requested by Janus from time to time and, as amended (the “Exchange Act”)) notwithstanding anything herein to the Fund and/or the other accounts over which the contrary, Subadviser shall be liable to Janus for all damages, costs and expenses, including without limitation reasonable attorney's fees (hereinafter referred to collectively as "Damages"), incurred by Janus as a result of any material inaccuracies or its affiliates exercise investment discretion. The omissions in such information provided by Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting Janus, provided, however, that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation shall not be liable to the value of the brokerage and research services provided extent that any Damages are based upon inaccuracies or omissions made in reliance upon information furnished to Subadviser by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereinJanus. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

Duties of Subadviser. A. Subadviser is hereby authorized and directed and hereby agrees to (ai) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)Portfolio, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, (ii) determine from time to time what securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will assets of the Portfolio shall be held in uninvested. Subadviser shall perform these duties subject always to (1) the various securities overall supervision of Adviser and other investments in which the Board of Directors of the Fund invests(the "Board"), and shall implement those decisions, all subject to (2) the provisions of the Trust’s Declaration of Trust Fund's Articles and By-Laws laws (collectively, the “Governing Documents”as defined below), as amended from time to time, (3) the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the stated investment objectives, policies and restrictions of the Fund referred Portfolio as set forth in the Fund's then current Registration Statement (as defined below), (4) any additional policies or guidelines established by Adviser or Board that have been furnished in writing to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to timeSubadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to (5) all applicable provisions of the 1940 Act, the investment program Advisers Act, and the rules and regulations thereunder. In advising the Portfolio, the Subadviser shall use reasonable efforts to be provided hereunder may entail the investment of all or substantially all comply with Subchapters L and M of the assets Internal Revenue Code of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341986, as amended (the “Exchange Act”)"Code") to . In accordance with Section VII, Subadviser shall arrange for the Fund and/or execution of all orders for the purchase and sale of securities and other accounts over which investments for the Subadviser or its affiliates Portfolio's account and will exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage full discretion and research services a commission for executing a portfolio transaction act for the Fund which is in excess the same manner and with the same force and effect as the Fund might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. B. Subadviser shall have no responsibility with respect to maintaining custody of the amount of commission another broker or dealer would have charged for effecting that transaction if Portfolios assets. Subadviser shall affirm security transactions with central depositories and advise the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value custodian of the brokerage Portfolio ("Custodian") or such depositories or agents as may be designated by Custodian and research services provided by such Adviser promptly of each purchase and sale of a portfolio security, specifying the name of the issuer, the description and amount or number of shares of the security purchased, the market price, the commission and gross or net price, the trade date and settlement date and the identity of the effecting broker or dealer. This determination may be viewed Subadviser shall from time to time provide Custodian and Adviser with evidence of authority of its personnel who are authorized to give instructions to Custodian. C. Adviser acknowledges that Subadviser is not the compliance agent for the Fund or for Adviser, and does not have access to all of the Fund's books and records necessary to perform certain compliance testing. To the extent that Subadviser has agreed to perform the services specified in terms this Section hereof in accordance with applicable law (including sub-chapters M and L of either that particular transaction or the overall responsibilities which Code, the 1940 Act and the Advisers Act ("Applicable Law")) and in accordance with the Fund's Articles of Incorporation and By-laws, policies and determinations of the Board and Adviser and the Fund's current Registration Statement received by Subadviser (collectively, the "Charter Requirements"), the Subadviser shall perform such services based upon its books and its affiliates have records with respect to accounts over the Portfolio, which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution comprise a portion of the Portfolio's books and records, and upon written instructions received from the Fund’s portfolio transactions provided herein. (c) Pursuant to , Adviser or the Advisory Fund's administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Fund authorizes any entity Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, Adviser or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresFund's administrator. (d) D. Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, securities held in the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures Portfolio without consultation with the Adviser or the Fund. The , provided that Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and will follow any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the written instructions received from Adviser or the Trust regarding proxies voted Fund with respect to voting as to particular issues thirty days prior to the Allocated Assets pursuant vote. Subadviser shall further respond to all corporate action matters incident to the securities held in the Portfolio including, without limitation, proofs of claim in bankruptcy and class action cases and shelf registrations. E. Upon request of Custodian and/or Fund, Subadviser shall provide assistance in connection with the determination of the fair value of securities in the Portfolio for which market quotations are not readily available and the parties to this section at such times Agreement agree that the Subadviser shall not bear responsibility or liability for the determination or accuracy of the valuation of any portfolio securities and in a format requested by other assets of the Adviser Portfolio. F. In the performance of its duties hereunder, Subadviser is and shall be an independent contractor and except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the Portfolio or the Trust. (e) The Subadviser will monitor the security valuations Fund in any way or otherwise be deemed to be an agent of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transactionPortfolio, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event Fund or of a pricing problem and to participate in the Trust’s valuation meetingsAdviser.

Duties of Subadviser. (a) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the respective Fund’s investment objectives, policies and restrictions, as stated in the respective Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those assets of the Fund which are designated by the Adviser for investment in common stocks (a) Subject the "Assets"), with power on behalf of and in the name of the Fund at Subadviser's discretion; subject at all times to the supervision of the Board Adviser and the Trustees of the Fund: (a) to direct the purchase, subscription or other acquisition, and the sale, redemption, and exchange of the Assets, subject to the duty to render to the Trustees (of the “Board”) Fund and the Adviser such written reports regarding the Assets as often as the Adviser or the Trustees of the Fund shall reasonably require; provided however that all investment decisions and orders shall be communicated to the Adviser, who shall select brokers and dealers to execute such purchase and sell orders. (b) to make all decisions relating to the Subadviser shall regularly provide timing of investment transactions relating to the FundAssets, with respect and to engage such portion consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; PROVIDED THAT any specific or general directions which the Trustees of the Fund’s assets as shall be allocated Fund or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated herein, override the general authority given by this provision. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) of this provision. The Subadviser further agrees that, in performing its duties hereunder, it will (a) coordinate with the Adviser from time to time (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the “Allocated Assets”)"Code") and all other applicable federal and state laws and regulations, with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)for the Fund, and subject to such other restrictions and limitations as directed with any applicable procedures adopted by the officers Trustees in writing and made available to Subadviser; (ii) manage the Assets in accordance with the investment requirements for regulated investment companies under Subchapter M of the Adviser or Code and regulations issued thereunder, and (iii) review on a daily basis and confirm as accurate the Trust by notice in writing previous day's valuations of the securities comprising the Assets; (b) furnish to the Subadviser. The Adviser will provide Fund whatever non-proprietary reports the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, Fund may reasonably request with respect to the Allocated AssetsAssets or contemplated investments. In addition, determine the Subadviser will keep the Fund and the Trustees informed of developments materially affecting the Assets and shall, on the Subadviser's own initiative, furnish to the Fund from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by whatever information the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject Subadviser believes appropriate for this purpose; (c) make available to the provisions of Fund's administrator, Northstar Administrators Corp. (the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”"Administrator"), the 1940 Act Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Assets as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable rules laws and regulations promulgated thereunder regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its principals: (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (the “"SEC”), interpretive guidance issued thereunder by the SEC staff and any ") or other applicable federal and state law, as well as the investment objectives, policies and restrictions of regulatory authority. The Subadviser further agrees to notify the Fund referred to above, any written instructions and directions of the Board or the Adviser provided immediately of any material fact known to the Subadviser from time respecting or relating to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member not contained in the Fund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of a national securities exchangeany statement contained therein that becomes untrue in any material respect. The Fund, to effect Adviser, Administrator, and their Affiliates shall likewise immediately notify the Subadviser if any transaction on the exchange for the account of them becomes aware of any regulatory action of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions type described in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresthis subparagraph 2(d). (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

Duties of Subadviser. (a) Subject to The Subadviser will manage the supervision investment and reinvestment of that component of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s Portfolio's assets as shall be allocated to the Subadviser designated by the Adviser from time to time (as the “Allocated Assets”)Portfolio's international component, and will continuously review, supervise and administer the international investment program of the Portfolio, to determine in its discretion the securities to be purchased or sold and to effect such purchases and sales for that component, to provide the Adviser and the Trust with investment records concerning the Subadviser's activities which the Trust is required to maintain, and to render regular reports to the Adviser and to the Trust's officers and trustees concerning the Subadviser's discharge of the foregoing responsibilities. The Subadviser will, to the extent reasonably required in the conduct of the business of the Portfolio and upon the Trust's request, furnish to the Portfolio research, advicestatistical, management valuation and supervision advisory reports on countries, regions, currencies, industries, and issuers, whether or not the international component of the Portfolio shall furnish a continuous investment program have any instruments in such countries, regions, currencies, industries or issuers. The Subadviser will use its best efforts in the preparation of such reports. The Subadviser accepts such employment and agrees, at its own expense, to render the services described and to provide the office space, furnishings and the personnel required by it to perform the services described on the terms and for the Allocated Assets consistent with compensation provided herein. The Subadviser shall pay directly or reimburse the Fund’s investment objectivesPortfolio for (i) the compensation, policies if any, of the Trustees and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser Trust who are affiliated with, or the Trust by notice in writing to interested persons of, the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies ; and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from (ii) all expenses not hereinafter specifically assumed by the Trust or the AdviserPortfolio, or by the Adviser pursuant to the Investment Management Contract, where such expenses are incurred by the Subadviser or by the Trust or the Portfolio, in connection with the management of the investment and reinvestment of the assets of the international component of the Portfolio. The Subadviser shall, with respect shall discharge the foregoing responsibilities subject to the Allocated Assets, determine control of the Board of Trustees of the Trust and the overall supervision of the Adviser and in compliance with such policies as the Trustees or the Adviser may from time to time what securities establish, and other investments in compliance with the objectives, policies, and instruments will be purchased, retained, sold or exchanged by limitations for the Fund and what portion of the Allocated Assets will be held Portfolio as set forth in the various securities Portfolio's prospectus and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions statement of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state lawadditional information, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser amended from time to time, and any other specific policies adopted by the Board applicable laws and disclosed to the Subadviserregulations. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets Trust and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting Adviser hereby agree that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident not be bound by changes to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy 's prospectus or statement of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide additional information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If until the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security has been notified of such changes in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetingswriting.

Duties of Subadviser. A. Subadviser is hereby authorized and directed and hereby agrees to (ai) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)Portfolio, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, (ii) determine from time to time what securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will assets of the Portfolio shall be held in uninvested. Subadviser shall perform these duties subject always to (1) the various securities overall supervision of Adviser and other investments in which the Board of Directors of the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing DocumentsBoard”), (2) the 1940 Act Fund’s Articles and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission Bylaws (the “SEC”as defined below), interpretive guidance issued thereunder by as amended from time to time, (3) the SEC staff and any other applicable federal and state law, as well as the stated investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of Portfolio as set forth in the Fund’s assets concerning Fund transactions then current Registration Statement (as defined below), (4) any additional policies or guidelines established by Adviser or Board that have been furnished in securities or other assets. The Subadviser is authorized as the agent of the Trust writing to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities Subadviser, and other investments and payments of cash for the account of the Fund. Subject to (5) all applicable provisions of the 1940 Act, the investment program Advisers Act, and the rules and regulations thereunder. In advising the Portfolio, the Subadviser shall use reasonable efforts to be provided hereunder may entail the investment of all or substantially all comply with Subchapters L and M of the assets Internal Revenue Code of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”)) to . In accordance with Section VII, Subadviser shall arrange for the Fund and/or execution of all orders for the purchase and sale of securities and other accounts over which investments for the Subadviser or its affiliates Portfolio’s account and will exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage full discretion and research services a commission for executing a portfolio transaction act for the Fund which is in excess the same manner and with the same force and effect as the Fund might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. B. Subadviser shall have no responsibility with respect to maintaining custody of the amount of commission another broker or dealer would have charged for effecting that transaction if Portfolios assets. Subadviser shall affirm security transactions with central depositories and advise the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value custodian of the brokerage Portfolio (“Custodian”) or such depositories or agents as may be designated by Custodian and research services provided by such Adviser promptly of each purchase and sale of a portfolio security, specifying the name of the issuer, the description and amount or number of shares of the security purchased, the market price, the commission and gross or net price, the trade date and settlement date and the identity of the effecting broker or dealer. This determination may be viewed in terms Subadviser shall from time to time provide Custodian and Adviser with evidence of either authority of its personnel who are authorized to give instructions to Custodian. C. Adviser acknowledges that particular transaction Subadviser is not the compliance agent for the Fund or the overall responsibilities which the Subadviser for Adviser, and its affiliates does not have with respect access to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution all of the Fund’s portfolio transactions provided herein. books and records necessary to perform certain compliance testing. To the extent that Subadviser has agreed to perform the services specified in this Section hereof in accordance with applicable law (cincluding sub-chapters M and L of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)) Pursuant and in accordance with the Fund’s Articles of Incorporation and By-laws, policies and determinations of the Board and Adviser and the Fund’s current Registration Statement received by Subadviser (collectively, the “Charter Requirements”), the Subadviser shall perform such services based upon its books and records with respect to the Advisory Portfolio, which comprise a portion of the Portfolio’s books and records, and upon written instructions received from the Fund, Adviser or the Fund’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Fund authorizes any entity Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, Adviser or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the TrustFund’s Rule 17e-1 policies and proceduresadministrator. (d) D. Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, securities held in the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures Portfolio without consultation with the Adviser or the Fund. The , provided that Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and will follow any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the written instructions received from Adviser or the Trust regarding proxies voted Fund with respect to voting as to particular issues thirty days prior to the Allocated Assets pursuant vote. Subadviser shall further respond to all corporate action matters incident to the securities held in the Portfolio including, without limitation, proofs of claim in bankruptcy and class action cases and shelf registrations. E. Upon request of Custodian and/or Fund, Subadviser shall provide assistance in connection with the determination of the fair value of securities in the Portfolio for which market quotations are not readily available and the parties to this section at such times Agreement agree that the Subadviser shall not bear responsibility or liability for the determination or accuracy of the valuation of any portfolio securities and in a format requested by other assets of the Adviser Portfolio. F. In the performance of its duties hereunder, Subadviser is and shall be an independent contractor and except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the Portfolio or the Trust. (e) The Subadviser will monitor the security valuations Fund in any way or otherwise be deemed to be an agent of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transactionPortfolio, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event Fund or of a pricing problem and to participate in the Trust’s valuation meetingsAdviser.

Duties of Subadviser. A. Subadviser is hereby authorized and directed and hereby agrees to (ai) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, (ii) determine from time to time what securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will assets of the Fund shall be held in uninvested. Subadviser shall perform these duties subject always to (1) the various securities overall supervision of Adviser and other investments in which the Fund investsBoard of Trustees of the Trust (the “Board”), and shall implement those decisions, all subject to the provisions of (2) the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state lawlaws, as well as amended from time to time, (3) the stated investment objectives, policies and restrictions of the Fund referred as set forth in the Trust’s then current Registration Statement (as defined below), (4) any additional policies or guidelines established by Adviser or Board that have been furnished in writing to aboveSubadviser, any written instructions and directions (5) applicable provisions of the Board or the Adviser provided to the Subadviser from time to timelaw, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment researchincluding, advicewithout limitation, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to all applicable provisions of the 1940 ActAct and the rules and regulations thereunder, and (6) the investment program to be provided hereunder may entail the investment of all or substantially all provisions of the assets Internal Revenue Code of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”) applicable to “regulated investment companies” (as defined in Section 851 of the Code)) , as amended from time to time. In accordance with Section VII, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for the Fund’s account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. B. Subadviser shall have no responsibility with respect to maintaining custody of the Fund’s assets. Subadviser shall affirm security transactions with central depositories and advise the custodian of the Fund and/or the other accounts over which the Subadviser (“Custodian”) or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker such depositories or dealer who provides such brokerage agents as may be designated by Custodian and research services a commission for executing Adviser promptly of each purchase and sale of a portfolio transaction for security, specifying the Fund which is in excess name of the issuer, the description and amount or number of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value shares of the brokerage security purchased, the market price, the commission and research services provided by such gross or net price, the trade date and settlement date and the identity of the effecting broker or dealer. This determination may be viewed in terms Subadviser shall from time to time provide Custodian and Adviser with evidence of either that particular transaction or the overall responsibilities which the Subadviser and authority of its affiliates have with respect personnel who are authorized to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereingive instructions to Custodian. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) C. Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, securities held in the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures Fund without consultation with the Adviser or Trust, provided that Subadviser will follow any written instructions received from Adviser or Trust with respect to voting as to particular issues. Subadviser shall instruct the Fund. The Custodian to respond to all corporate action matters incident to the securities held in the Fund including, without limitation, proofs of claim in bankruptcy and class action cases and shelf registrations, provided such materials, including proxy solicitations, have been forward to the Subadviser agrees to furnish in a copy timely fashion by the Custodian. D. Upon request of Adviser and/or Trust, Subadviser shall provide assistance in connection with the determination of the fair value of securities in the Fund for which market quotations are not readily available. E. In the performance of its proxy voting policies duties hereunder, Subadviser is and procedures, shall be an independent contractor and any amendments thereto, except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the Adviser. The Subadviser also agrees to provide information to the Adviser Fund or the Trust regarding proxies voted in any way or otherwise be deemed to be an agent of the Fund, the Trust or of Adviser. F. The Sub-adviser shall have no responsibility under this Agreement with respect to the Allocated Assets pursuant this section at such times and in a format requested management of assets of the Fund other than the portion of the Fund’s assets with respect to which the Subadviser provides investment advice. G. The Subadviser is prohibited from consulting with any other subadviser of the Fund, if any, or the subadviser to any other investment company (or separate series of an investment company) managed by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that concerning the Fund’s carrying value for a security does not fairly represent the price that could be obtained transactions in securities or other assets, except for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult purpose of complying with the Adviser in conditions of Rule 12d3-1 (a) and (b) under the event of a pricing problem and to participate in the Trust’s valuation meetings1940 Act.

Duties of Subadviser. A. Subadviser is hereby authorized and directed and hereby agrees to (ai) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)Portfolios, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, (ii) determine from time to time what securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will assets of the Portfolios shall be held in uninvested. Subadviser shall perform these duties subject always to (1) the various securities overall supervision of Adviser and other investments in which the Board of Directors of the Fund invests(the "Board"), and shall implement those decisions, all subject to (2) the provisions of the Trust’s Declaration of Trust Fund's Articles and By-Laws laws (collectively, the “Governing Documents”as defined below), as amended from time to time, (3) the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the stated investment objectives, policies and restrictions of the Fund referred Portfolios as set forth in the Fund's then current Registration Statement (as defined below), (4) any additional policies or guidelines established by Adviser or Board that have been furnished in writing to aboveSubadviser, any written instructions and directions (5) applicable provisions of law, including, without limitation, all applicable provisions of the Board or 1940 Act and the Adviser provided rules and regulations thereunder, and (6) the provisions of the Internal Revenue Code of 1986, as amended (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Subadviser Code), as amended from time to time. In accordance with Section VII, Subadviser shall arrange for the execution of all orders for the purchase and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries sale of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of Portfolios' accounts and will exercise full discretion and act for the Fund in one the same manner and with the same force and effect as the Fund might or more investment companiescould do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. B. Subadviser shall have no responsibility with respect to maintaining custody of the Portfolios assets. Subadviser shall affirm security transactions with central depositories and advise the custodian of the Portfolios (b"Custodian") The Subadviser will place orders pursuant to its investment determinations for or such depositories or agents as may be designated by Custodian and Adviser promptly of each purchase and sale of a portfolio security, specifying the Fund either directly with name of the issuer issuer, the description and amount or with any broker number of shares of the security purchased, the market price, the commission and gross or dealernet price, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers trade date and settlement date and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) identity of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms Subadviser shall from time to time provide Custodian and Adviser with evidence of either that particular transaction or the overall responsibilities which the Subadviser and authority of its affiliates have with respect personnel who are authorized to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereingive instructions to Custodian. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) C. Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, securities held in the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures Portfolios without consultation with the Adviser or the Fund, provided that Subadviser will follow any written instructions received from Adviser or Fund with respect to voting as to particular issues. The Subadviser agrees shall further respond to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, all corporate action matters incident to the Adviser. The securities held in the Portfolios including, without limitation, proofs of claim in bankruptcy and class action cases and shelf registrations. D. Subadviser also agrees shall consult with Adviser to provide information to develop strategic marketing plans for the Adviser Fund on or before November 30 in each year for the Trust regarding proxies voted following calendar year with respect to the Allocated Assets pursuant this section at Portfolios and the variable contract for which it provides an underlying investment choice. Subadviser shall coordinate all marketing support efforts with Adviser, including, without limitation, the promotion of products, training of Adviser's field force, seminars promoting the Portfolios and preparation of presentations for clients (collectively referred to as the activities of "Wholesalers"). Wholesalers' participation in on-site presentations, sales desk training, conferences, and portfolio manager conference calls shall first be approved by Adviser. Subadviser shall not include Adviser's field force in any sales contest and other incentive promotions sponsored by Subadviser without Adviser's prior written approval. Subadviser shall also, from time-to-time, provide such times additional marketing support such as Adviser may reasonably request, including, without limitation, assistance in product roll-outs, on-going product training and sales support, and development of sales strategies. E. Upon request of Custodian and/or Fund, Subadviser shall provide assistance in a format requested by connection with the Adviser determination of the fair value of securities in the Portfolios for which market quotations are not readily available. F. In the performance of its duties hereunder, Subadviser is and shall be an independent contractor and except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the Portfolios or the Trust. (e) The Subadviser will monitor the security valuations Fund in any way or otherwise be deemed to be an agent of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transactionPortfolios, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event Fund or of a pricing problem and to participate in the Trust’s valuation meetingsAdviser.

Duties of Subadviser. A. Subadviser is hereby authorized and directed and hereby agrees to (ai) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)Portfolio, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, (ii) determine from time to time what securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will assets of the Portfolio shall be held in uninvested. Subadviser shall perform these duties subject always to (1) the various securities overall supervision of Adviser and other investments in which the Board of Directors of the Fund invests(the “Board”), and shall implement those decisions, all subject to (2) the provisions of the TrustFund’s Declaration of Trust Articles and By-Laws laws (collectively, the “Governing Documents”as defined below), as amended from time to time, (3) the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the stated investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of Portfolio as set forth in the Fund’s assets concerning Fund transactions then current Registration Statement (as defined below), (4) any additional policies or guidelines established by Adviser or Board that have been furnished in securities or other assets. The writing to Subadviser, provided that Subadviser is authorized as the agent shall have acknowledged receipt of, and had reasonable time to implement, such policies and guidelines, (5) applicable provisions of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to law, including, without limitation, all applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers Act and the placing of such ordersrules and regulations thereunder, subject to applicable lawand (6) the Section 851(b)(2), brokers or dealers may be selected who also provide brokerage Section 851(b)(3) and research services (as those terms are defined in Section 28(e817(h) of the Securities Exchange Act Internal Revenue Code of 19341986, as amended (the “Exchange ActCode”) applicable to “regulated investment companies” (as defined in Section 851 of the Code)) , as amended from time to time, based on Subadviser’s reasonable interpretation of the provisions and any information provided by the Portfolio’s administrator, custodian or other service providers. In accordance with Section VII, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for the Portfolio’s account and will exercise full discretion and act for the Portfolio in the same manner and with the same force and effect as the Portfolio might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the Fund and/or furtherance or conduct of such purchases, sales, or other transactions, including, without limitation, management of cash invested in a private investment company or short-term vehicle, or short-term securities used as collateral for derivatives positions in the other accounts over which Portfolio. Subadviser may, as permitted by rule, regulation or position of the Subadviser or staff of the Securities and Exchange Commission, utilize the personnel of its affiliates exercise investment discretionincluding foreign affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement. B. Subadviser shall have no responsibility with respect to maintaining custody of the Portfolio’s assets. The Subadviser is authorized to pay a broker shall affirm security transactions with central depositories and advise the custodian of the Portfolio (“Custodian”) or dealer who provides such brokerage depositories or agents as may be designated by Custodian and research services a commission for executing Adviser promptly of each purchase and sale of a portfolio transaction for security, specifying the Fund which is in excess name of the issuer, the description and amount or number of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value shares of the brokerage security purchased, the market price, the commission and research services provided by such gross or net price, the trade date and settlement date and the identity of the effecting broker or dealer. This determination may be viewed in terms At the request of either that particular transaction or the overall responsibilities which the Adviser, Subadviser shall from time to time provide Custodian and Adviser with evidence of authority of its affiliates have with respect personnel who are authorized to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereingive instructions to Custodian. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) C. Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, securities held in the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures Portfolio without consultation with Adviser or Fund, provided that Subadviser will follow any written instructions received in a timely manner from Adviser or Fund with respect to voting as to particular issues. Subadviser shall further respond to all corporate action matters incident to the securities held in the Portfolio including, without limitation, proofs of claim in bankruptcy and class action cases and shelf registrations. Adviser agrees and acknowledges that Adviser shall be responsible for any regulatory filings, including filings made on Form N-PX, with respect to the Portfolio’s proxy voting. D. Upon request of Custodian and/or Fund, Subadviser shall provide assistance in connection with the determination of the fair value of securities in the Portfolio for which market quotations are not readily available, it being understood that Subadviser shall have no liability to the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and Fund for any amendments thereto, valuation it may provide to the Adviser. The Fund and Adviser acknowledge that the designated pricing agent, and not the Subadviser, is responsible for providing valuation of the assets in the Portfolio, and any additional information provided by Subadviser also agrees to provide shall be supplemental information to assist the Adviser Fund and its pricing agent to meet the Fund’s fair valuation obligations. E. In the performance of its duties hereunder, Subadviser is and shall be an independent contractor and, except in connection with its duties as set forth in this Section III or as expressly provided for herein or otherwise expressly provided or authorized, shall have no authority to act for or represent the Portfolio or the Trust regarding proxies voted Fund in any way or otherwise be deemed to be an agent of the Portfolio, the Fund or Adviser. F. The Subadviser shall have no responsibility under this Agreement with respect to the Allocated Assets pursuant this section at such times and in a format requested management of assets of the Portfolio other than the portion of the Portfolio’s assets with respect to which the Subadviser provides investment advice. G. The Subadviser is prohibited from consulting with any other Subadviser of the Fund, if any, or the subadviser to any other investment company (or separate series of an investment company) managed by the Adviser or the Trust. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that concerning the Fund’s carrying value for a security does not fairly represent the price that could be obtained transactions in securities or other assets, except for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult purpose of complying with the Adviser in conditions of Rule 12d3-1 (a) and (b) under the event of a pricing problem and to participate in the Trust’s valuation meetings1940 Act.

Duties of Subadviser. A. Subadviser is hereby authorized and directed and hereby agrees to (ai) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)Portfolio, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, (ii) determine from time to time what securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will assets of the Portfolio shall be held in uninvested. Subadviser shall perform these duties subject always to (1) the various securities overall supervision of Adviser and other investments in which the Board of Directors of the Fund invests(the "Board"), and shall implement those decisions, all subject to (2) the provisions of the Trust’s Declaration of Trust Fund's Articles and By-Laws laws (collectively, the “Governing Documents”as defined below), as amended from time to time, (3) the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the stated investment objectives, policies and restrictions of the Fund referred Portfolio as set forth in the Fund's then current Registration Statement (as defined below), (4) any additional policies or guidelines established by Adviser or Board that have been furnished in writing to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to timeSubadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to (5) all applicable provisions of the 1940 Act, the investment program Advisers Act, and the rules and regulations thereunder. In advising the Portfolio, the Subadviser shall use reasonable efforts to be provided hereunder may entail the investment of all or substantially all comply with Subchapters L and M of the assets Internal Revenue Code of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341986, as amended (the “Exchange Act”)"Code") to . In accordance with [Section VII], Subadviser shall arrange for the Fund and/or execution of all orders for the purchase and sale of securities and other accounts over which investments for the Subadviser or its affiliates Portfolio's account and will exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage full discretion and research services a commission for executing a portfolio transaction act for the Fund which is in excess the same manner and with the same force and effect as the Fund might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions, including without limitation, management of cash balances in the Portfolio. B. Subadviser shall have no responsibility with respect to maintaining custody of the amount of commission another broker or dealer would have charged for effecting that transaction if Portfolios assets. Subadviser shall affirm security transactions with central depositories and advise the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value custodian of the brokerage Portfolio ("Custodian") or such depositories or agents as may be designated by Custodian and research services provided by such Adviser promptly of each purchase and sale of a portfolio security, specifying the name of the issuer, the description and amount or number of shares of the security purchased, the market price, the commission and gross or net price, the trade date and settlement date and the identity of the effecting broker or dealer. This determination may be viewed Subadviser shall from time to time provide Custodian and Adviser with evidence of authority of its personnel who are authorized to give instructions to Custodian. C. Adviser acknowledges that Subadviser is not the compliance agent for the Fund or for Adviser, and does not have access to all of the Fund's books and records necessary to perform certain compliance testing. To the extent that Subadviser has agreed to perform the services specified in terms this Section hereof in accordance with applicable law (including sub-chapters M and L of either that particular transaction or the overall responsibilities which Code, the 1940 Act and the Advisers Act ("Applicable Law")) and in accordance with the Fund's Articles of Incorporation and By-laws, policies and determinations of the Board and Adviser and the Fund's current Registration Statement received by Subadviser (collectively, the "Charter Requirements"), the Subadviser shall perform such services based upon its books and its affiliates have records with respect to accounts over the Portfolio, which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution comprise a portion of the Portfolio's books and records, and upon written instructions received from the Fund’s portfolio transactions provided herein. (c) Pursuant to , Adviser or the Advisory Fund's administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Fund authorizes any entity Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, Adviser or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and proceduresFund's administrator. (d) D. Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, securities held in the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures Portfolio without consultation with the Adviser or the Fund. The , provided that Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and will follow any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the written instructions received from Adviser or the Trust regarding proxies voted Fund with respect to voting as to particular issues. Subadviser shall further respond to all corporate action matters incident to the Allocated Assets pursuant securities held in the Portfolio including, without limitation, proofs of claim in bankruptcy and class action cases and shelf registrations. E. Upon request of Custodian and/or Fund, Subadviser shall provide assistance in connection with the determination of the fair value of securities in the Portfolio for which market quotations are not readily available and the parties to this section at such times Agreement agree that the Subadviser shall not bear responsibility or liability for the determination or accuracy of the valuation of any portfolio securities and in a format requested by other assets of the Adviser Portfolio. F. In the performance of its duties hereunder, Subadviser is and shall be an independent contractor and except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the Portfolio or the Trust. (e) The Subadviser will monitor the security valuations Fund in any way or otherwise be deemed to be an agent of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transactionPortfolio, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event Fund or of a pricing problem and to participate in the Trust’s valuation meetingsAdviser.

Duties of Subadviser. A. Subadviser is hereby authorized and directed and hereby agrees to (ai) Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous continuously an investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”)Portfolio, and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, (ii) determine from time to time what securities and other investments and instruments will shall be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will assets of the Portfolio shall be held uninvested. As the Fund's agent and attorney-in-fact, the Subadviser may (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds or other securities including money market instruments, whether the issuer is organized in the various United States or outside the United States and (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as Subadviser may select. Subadviser shall perform these duties subject always to (1) the overall supervision of Adviser and other investments in which the Board of Directors of the Fund invests(the "Board"), and shall implement those decisions, all subject to (2) the provisions of the Trust’s Declaration of Trust Fund's Articles and By-Laws laws (collectively, the “Governing Documents”as defined below), as amended from time to time, (3) the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the stated investment objectives, policies and restrictions of the Fund referred Portfolio as set forth in the Fund's then current Registration Statement (as defined below), (4) any additional policies or guidelines established by Adviser or Board that have been furnished in writing to aboveSubadviser, any written instructions and directions (5) applicable provisions of law, including, without limitation, all applicable provisions of the Board or 1940 Act and the Adviser provided rules and regulations thereunder, and (6) the provisions of the Internal Revenue Code of 1986, as amended (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Subadviser Code), as amended from time to time. In accordance with Section VII, Subadviser shall arrange for the execution of all orders for the purchase and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries sale of securities and other investments and payments of cash for the Portfolio's account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of and will exercise full discretion and act for the Fund in one the same manner and with the same force and effect as the Fund might or more investment companiescould do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. B. Subadviser shall have no responsibility with respect to maintaining custody of the Portfolio's assets. Subadviser shall affirm security transactions with central depositories and advise the custodian of the Portfolio (b"Custodian") The Subadviser will place orders pursuant to its investment determinations for or such depositories or agents as may be designated by Custodian and Adviser promptly of each purchase and sale of a portfolio security, specifying the Fund either directly with name of the issuer issuer, the description and amount or with any broker number of shares of the security purchased, the market price, the commission and gross or dealernet price, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers trade date and settlement date and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) identity of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms Subadviser shall from time to time provide Custodian and Adviser with evidence of either that particular transaction or authority of its personnel who are authorized to give instructions to Custodian. The Fund shall instruct the overall responsibilities which Custodian to provide the Subadviser and its affiliates have with respect such information as the Subadviser may reasonably request relating to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict daily cash levels held by the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereinPortfolio. (c) Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures. (d) C. Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, securities held in the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures Portfolio without consultation with the Adviser or Fund, provided that Subadviser will follow any written instructions received from Adviser or Fund with respect to voting as to particular issues. Subadviser shall further respond to all corporate action matters incident to the Fundsecurities held in the Portfolio including, without limitation, proofs of claim in bankruptcy and class action cases and shelf registrations. The Should Subadviser undertake litigation against an issuer on behalf of accounts which it manages that are shareholders of such issuer, Fund agrees, that in the event the Portfolio is also a shareholder of such issuer, to pay its proportionate share of any applicable legal fees associated with the action or to forfeit any claim to any assets Subadviser may recover and, in such case, agrees to furnish a copy hold Subadviser harmless for excluding the Portfolio from such action. In the case of its proxy voting policies and proceduresclass action suits involving issuers held by the Portfolio, and Subadviser may include information about the Fund for purposes of participating in any amendments thereto, settlements. D. Subadviser shall consult with Adviser to develop strategic marketing plans for the Adviser. The Subadviser also agrees to provide information to Fund on or before November 30 in each year for the Adviser or the Trust regarding proxies voted following calendar year with respect to the Allocated Assets pursuant this section at Portfolio and the variable contract for which it provides an underlying investment choice. Subadviser shall coordinate all marketing support efforts with Adviser, including, without limitation, the promotion of products, training of Adviser's field force, seminars promoting the Portfolio and preparation of presentations for clients (collectively referred to as the activities of "Wholesalers"). Wholesalers' participation in on-site presentations, sales desk training, conferences, and portfolio manager conference calls shall first be approved by Adviser. Subadviser shall not include Adviser's field force in any sales contest and other incentive promotions sponsored by Subadviser without Adviser's prior written approval. Subadviser shall also, from time-to-time, provide such times additional marketing support such as Adviser may reasonably request, including, without limitation, assistance in product roll-outs, on-going product training and sales support, and development of sales strategies. E. Upon request of Custodian and/or Fund, Subadviser shall provide assistance in a format requested by connection with the Adviser determination of the fair value of securities in the Portfolio for which market quotations are not readily available. F. In the performance of its duties hereunder, Subadviser is and shall be an independent contractor and except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the Portfolio or the Trust. (e) The Subadviser will monitor the security valuations Fund in any way or otherwise be deemed to be an agent of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transactionPortfolio, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event Fund or of a pricing problem and to participate in the Trust’s valuation meetingsAdviser.