Common use of Duties of the Sub Clause in Contracts

Duties of the Sub. Adviser With Respect to a Model Portfolio (a) With respect to a Fund for which the Sub-Adviser makes purchase or sale recommendations for the Assets of the Fund with those recommendations executed as appropriate by the Overlay Manager, as designated on Schedule A attached hereto: (i) Sections 1(c) and 1(k) of the Agreement are inapplicable. (ii) Section 1(a) of the Agreement is replaced in its entirety with the following: Subject to supervision by the Adviser and the Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets) by recommending the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Prospectus), and subject to the following: (a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, recommend from time to time what Assets should be purchased, retained or sold by the Fund. (iii) Section 1(e) of the Agreement is replaced with the following: (e) The Assets of the Fund shall be held by the Funds custodian. The Sub- adviser shall at no time have custody or physical control of the Assets. (iv) The following section is added to the Agreement. Additional Duties of the Sub- Adviser. In connection with its duty to recommend the purchase, retention and disposition of the Assets of the Fund, subject to the provisions of Section 1 of this Agreement, the Sub- Adviser shall also provide the following investment advisory services with respect to the Assets: (a) provide such recommendations with respect to the purchase, retention and disposition of the Assets of the Fund to the Overlay Manager in the form of a model portfolio or otherwise as appropriate (a Model Portfolio) at such times and in such manner as the Adviser requests. Sub-Adviser acknowledges that Sub- Advisers investment recommendations will be implemented by the Overlay Manager with only limited authority to vary from such recommendations. (b) review the composition of the Assets in the Model Portfolio developed by the Sub-Adviser in light of the Prospectus and any instructions or directions given by the Adviser, and promptly report to the Adviser in the event that the investments in the Model Portfolio do not fully comply with any of the foregoing; (c) with respect to the Assets, the Overlay Manager will determine the timing and the manner of executing transactions within the Fund pursuant to the Sub-Advisers Model Portfolio. The Sub-Adviser shall not be responsible for the timing or the manner of transactions executed by the Overlay Manager. The Sub-Adviser shall not be responsible for compliance violations or variations from the Prospectus or the Advisers instructions or directions that result from the manner in which the Overlay Manager either executes or fails to execute the Model Portfolio. The Adviser shall provide to the Sub-Adviser such reports or other information as the Sub-Adviser reasonably requests to assist the Sub- Adviser in providing the Sub-Advisers advisory services specified in this Agreement. (d) Sub-Adviser shall have no obligation to file with respect to the Assets any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Such reports with respect to the Assets shall be filed by the Adviser or the Overlay Manager.

Duties of the Sub. Adviser With Respect to a Model Portfolio (a) With respect to a Fund for which The Investment Adviser hereby employs the Sub-Adviser makes purchase or sale recommendations for to act as sub-adviser to the Assets of the Fund with those recommendations executed as appropriate by the Overlay Manager, as designated on Schedule A attached hereto: (i) Sections 1(c) and 1(k) of the Agreement are inapplicable. (ii) Section 1(a) of the Agreement is replaced in its entirety with the following: Subject to supervision by the Investment Adviser and the Trusts Board of Trusteesto furnish, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted or arrange for affiliates to it hereunder (the Assets) by recommending the purchasefurnish, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Prospectus), and subject to the following: (a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, recommend from time to time what Assets should be purchased, retained or sold by the Fund. (iii) Section 1(e) of the Agreement is replaced with the following: (e) The Assets of the Fund shall be held by the Funds custodian. The Sub- adviser shall at no time have custody or physical control of the Assets. (iv) The following section is added to the Agreement. Additional Duties of the Sub- Adviser. In connection with its duty to recommend the purchase, retention and disposition of the Assets of the Fund, subject to the provisions of Section 1 of this Agreement, the Sub- Adviser shall also provide the following certain investment advisory services with respect to the Assets: (a) provide such recommendations with respect daily cash position of the Portfolio, as described below, subject to the purchase, retention and disposition supervision of the Assets Investment Adviser and the Trustees of the Fund to Trust, for the Overlay Manager period and on the terms and conditions set forth in the form of a model portfolio or otherwise as appropriate (a Model Portfolio) at such times and in such manner as the Adviser requeststhis Agreement. The Sub-Adviser acknowledges that Sub- Advisers investment recommendations will be implemented by hereby accepts such employment and agrees during such period to render, or arrange for the Overlay Manager with only limited authority rendering of, such services and to vary assume the obligations herein set forth for the compensation from such recommendations. (b) review the composition of the Assets in the Model Portfolio developed by the Investment Adviser provided for herein. The Sub-Adviser and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or Portfolio in light any way or otherwise be deemed an agent of the Prospectus and any instructions Trust or directions given by the Adviser, and promptly report to the Adviser in the event that the investments in the Model Portfolio do not fully comply with any of the foregoing; (c) with respect to the Assets, the Overlay Manager will determine the timing and the manner of executing transactions within the Fund pursuant to the Sub-Advisers Model Portfolio. The Sub-Adviser shall not be responsible provide the Investment Adviser with such investment research, advice and supervision as the latter may from time to time consider necessary for the timing or proper management of the manner daily cash position of transactions executed the Portfolio. All advice and recommendations provided by the Overlay Manager. The Sub-Adviser shall not be responsible for compliance violations or variations from the Prospectus or the Advisers instructions or directions that result from the manner in which the Overlay Manager either executes or fails to execute the Model Portfolio. The Adviser shall provide subject to the Subrestrictions of the Declaration of Trust and By-Adviser such reports or other information Laws of the Trust, as amended from time to time, the provisions of the Investment Company Act and the statements relating to the Portfolio's investment objectives, investment policies and investment restrictions as the Sub-Adviser reasonably requests to assist same are set forth in the Sub- Adviser in providing the Sub-Advisers advisory services specified in this Agreement. (d) Sub-Adviser shall have no obligation to file with respect currently effective prospectus and statement of additional information relating to the Assets any required reports with the SEC pursuant to Section 13(f) and Section 13(g) shares of the Portfolio under the Securities Exchange Act of 1934 1933, as amended (the "Prospectus" and the rules and regulations thereunder. Such reports with respect to the Assets shall be filed by the Adviser or the Overlay Manager"Statement of Additional Information", respectively).

Duties of the Sub. Adviser With Respect to a Model Portfolio (a) With respect to a Fund for which the Sub-Adviser makes purchase or sale recommendations for the Assets of the Fund with those recommendations executed as appropriate by the Overlay Manager, as designated on Schedule A attached hereto: (i) Sections Section 1(c) and 1(k) of the Agreement are is inapplicable. (ii) Section 1(a) of the Agreement is replaced in its entirety with the following: Subject to supervision by the Adviser and the Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets) by recommending the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Prospectus), and subject to the following: (a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, recommend from time to time what Assets should be purchased, retained or sold by the Fund. (iii) Section 1(e) of the Agreement is replaced with the following: (e) The Assets of the Fund shall be held by the Funds custodian. The Sub- adviser shall at no time have custody or physical control of the Assets. (iv) The following section is added to the Agreement. Additional Duties of the Sub- Adviser. In connection with its duty to recommend the purchase, retention and disposition of the Assets of the Fund, subject to the provisions of Section 1 of this Agreement, the Sub- Adviser shall also provide the following investment advisory services with respect to the Assets: (a) provide such recommendations with respect to the purchase, retention and disposition of the Assets of the Fund to the Overlay Manager in the form of a model portfolio or otherwise as appropriate (a Model Portfolio) at such times and in such manner as the Adviser requests. Sub-Adviser acknowledges that Sub- Advisers investment recommendations will be implemented by the Overlay Manager with only limited authority to vary from such recommendations. (b) review the composition of the Assets in the Model Portfolio developed by the Sub-Adviser in light of the Prospectus and any instructions or directions given by the Adviser, and promptly report to the Adviser in the event that the investments in the Model Portfolio do not fully comply with any of the foregoing; (c) with respect to the Assets, the Overlay Manager will determine the timing and the manner of executing transactions within the Fund pursuant to the Sub-Advisers Model Portfolio. The Sub-Adviser shall not be responsible for the timing or the manner of transactions executed by the Overlay Manager. The Sub-Adviser shall not be responsible for compliance violations or variations from the Prospectus or the Advisers instructions or directions that result from the manner in which the Overlay Manager either executes or fails to execute the Model Portfolio. The Adviser shall provide to the Sub-Adviser such reports or other information as the Sub-Adviser reasonably requests to assist the Sub- Adviser in providing the Sub-Advisers advisory services specified in this Agreement. (d) Sub-Adviser shall have no obligation to file with respect to the Assets any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Such reports with respect to the Assets shall be filed by the Adviser or the Overlay Manager.

Duties of the Sub. Adviser With Respect to a Model Portfolio (a) With respect to a Fund for which the Sub-Adviser makes purchase or sale recommendations for the Assets of the Fund with those recommendations executed as appropriate by the Overlay Manager, as designated on Schedule A attached hereto: (i) Sections 1(c) and 1(k1(j) of the Agreement are inapplicable. (ii) Section 1(a) of the Agreement is replaced in its entirety with the following: Subject to supervision by the Adviser and the Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets) by recommending the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Prospectus), and subject to the following: (a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, recommend from time to time what Assets should be purchased, retained or sold by the Fund. (iii) Section 1(e) of the Agreement is replaced with the following: (e) The Assets of the Fund shall be held by the Funds custodian. The Sub- adviser shall at no time have custody or physical control of the Assets. (iv) The following section is added to the Agreement. Additional Duties of the Sub- Adviser. In connection with its duty to recommend the purchase, retention and disposition of the Assets of the Fund, subject to the provisions of Section 1 of this Agreement, the Sub- Adviser shall also provide the following investment advisory services with respect to the Assets: (a) provide such recommendations with respect to the purchase, retention and disposition of the Assets of the Fund to the Overlay Manager in the form of a model portfolio or otherwise as appropriate (a Model Portfolio) at such times and in such manner as the Adviser requests. Sub-Adviser acknowledges that Sub- Advisers investment recommendations will be implemented by the Overlay Manager with only limited authority to vary from such recommendations. (b) review the composition of the Assets in the Model Portfolio developed by the Sub-Adviser in light of the Prospectus and any instructions or directions given by the Adviser, and promptly report to the Adviser in the event that the investments in the Model Portfolio do not fully comply with any of the foregoing; (c) with respect to the Assets, the Overlay Manager will determine the timing and the manner of executing transactions within the Fund pursuant to the Sub-Advisers Model Portfolio. The Sub-Adviser shall not be responsible for the timing or the manner of transactions executed by the Overlay Manager. The Sub-Adviser shall not be responsible for compliance violations or variations from the Prospectus or the Advisers instructions or directions that result from the manner in which the Overlay Manager either executes or fails to execute the Model Portfolio. The Adviser shall provide to the Sub-Adviser such reports or other information as the Sub-Adviser reasonably requests to assist the Sub- Adviser in providing the Sub-Advisers advisory services specified in this Agreement. (d) Sub-Adviser shall have no obligation to file with respect to the Assets any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Such reports with respect to the Assets shall be filed by the Adviser or the Overlay Manager.