Common use of Duties of the Subadviser Clause in Contracts

Duties of the Subadviser. (a) The Investment Manager hereby employs the Subadviser to act as the investment subadviser for each of the Funds and to manage the investment and reinvestment of the assets of each Fund in accordance with the investment objectives, policies and restrictions of each such Fund as the same are set forth in the Registration Statement (as defined below), and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Investment Manager and the Board of Directors of the Company (the “Board”) for the periods and on the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By-laws of the Company as may from time to time be in force. Without limiting the generality of the foregoing, the Subadviser shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Fund specifically, and whether concerning the individual issuers whose securities are included in a Fund or the activities in which such issuers engage, or with respect to securities which the Subadviser considers desirable for inclusion in a Fund; (ii) determine which issuers and securities shall be represented in a Fund and regularly report thereon to the Board and the Investment Manager; (iii) formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Fund and regularly report thereon to the Board and the Investment Manager; (iv) make decisions with respect to and take, on behalf of each Fund, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Fund; and (v) vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time, unless otherwise directed by the Investment Manager. Such proxies will be voted in a manner that the Subadviser deems, in good faith, to be in the best interest of the Fund. The Subadviser shall report to the Investment Manager in a timely manner a record of all proxies voted with respect to the Funds. The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Investment Manager, as to the compliance of its proxy voting practices with applicable federal statutes and regulations. The Investment Manager’s delegation of proxy voting responsibility to the Subadviser may be revoked or modified by the Investment Manager or the Board at any time. (b) The Subadviser hereby accepts such employment and agrees during such periods to render such services and to assume the obligations herein set forth for the compensation herein provided. The Subadviser shall give each Fund the benefit of its best judgment, efforts and facilities in rendering its services as an investment subadviser. The Subadviser shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Investment Manager or the Company in any way or otherwise be deemed an agent of the Investment Manager or the Company. It is understood and agreed that the Subadviser, by separate agreements with the Investment Manager and/or the Company, may also serve the Investment Manager, the Company and/or its series in other capacities. It is further agreed that the Subadviser and its officers and directors are not prohibited from engaging in any other business activity or from rendering investment advisory or other services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Subadviser may invest in securities for their own account pursuant to a code of ethics that sets forth all employees’ fiduciary responsibilities regarding the Company and the Funds, establishes procedures for personal investing and restricts certain transactions. (c) In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company’s Articles of Incorporation, By-Laws, and currently effective Registration Statement, with the written instructions and directions of the Board and the Investment Manager, and any applicable policy and/or procedure adopted by the Board, a copy of which has been delivered to the Subadviser, and shall comply with the requirements of the 1940 Act, the Advisers Act, all rules and regulations thereunder, and all other applicable federal and state laws and regulations. (d) The Subadviser understands that the Company intends to be managed so as to permit the Funds to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and will coordinate efforts with the Investment Manager to achieve that objective.

Duties of the Subadviser. (a) The Investment Manager hereby employs the Subadviser to act as the investment subadviser for each of the Funds and to manage the investment and reinvestment of the assets of each Fund in accordance with the investment objectives, policies and restrictions of each such Fund as the same are set forth in the Registration Statement (as defined below), and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Investment Manager and the Board of Directors of the Company (the “Board”) for the periods and on the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By-laws of the Company as may from time to time be in force. Without limiting the generality of the foregoing, the Subadviser shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Fund specifically, and whether concerning the individual issuers whose securities are included in a Fund or the activities in which such issuers engage, or with respect to securities which the Subadviser considers desirable for inclusion in a Fund; (ii) determine which issuers and securities shall be represented in a Fund and regularly report thereon to the Board and the Investment Manager; (iii) formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Fund and regularly report thereon to the Board and the Investment Manager; (iv) make decisions with respect to and take, on behalf of each Fund, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Fund; and (v) vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time, unless otherwise directed by the Investment Manager. Such proxies will be voted in a manner that the Subadviser deems, in good faith, to be in the best interest of the FundFund and in accordance with the Investment Manager’s then-current proxy voting policy and procedures (“Proxy Voting Policy”), a copy of which has been provided to the Subadviser. The Subadviser shall report to the Investment Manager in a timely manner a record of all proxies voted with respect to the Funds. The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Investment Manager, as to the compliance of its proxy voting practices with the Proxy Voting Policy and with applicable federal statutes and regulations. The Investment Manager’s delegation of proxy voting responsibility to the Subadviser may be revoked or modified by the Investment Manager or the Board at any time. (b) The Subadviser hereby accepts such employment and agrees during such periods to render such services and to assume the obligations herein set forth for the compensation herein provided. The Subadviser shall give each Fund the benefit of its best judgment, efforts and facilities in rendering its services as an investment subadviser. The Subadviser shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Investment Manager or the Company in any way or otherwise be deemed an agent of the Investment Manager or the Company. It is understood and agreed that the Subadviser, by separate agreements with the Investment Manager and/or the Company, may also serve the Investment Manager, the Company and/or its series in other capacities. It is further agreed that the Subadviser and its officers and directors are not prohibited from engaging in any other business activity or from rendering investment advisory or other services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Subadviser may invest in securities for their own account pursuant to a code of ethics that sets forth all employees’ fiduciary responsibilities regarding the Company and the Funds, establishes procedures for personal investing and restricts certain transactions. (c) In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company’s Articles of Incorporation, By-Laws, and currently effective Registration Statement, with the written instructions and directions of the Board and the Investment Manager, and any applicable policy and/or procedure adopted by the Board, a copy of which has been delivered to the Subadviser, and shall comply with the requirements of the 1940 Act, the Advisers Act, all rules and regulations thereunder, and all other applicable federal and state laws and regulations. (d) The Subadviser understands that the Company intends to be managed so as to permit the Funds to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and will coordinate efforts with the Investment Manager to achieve that objective.

Duties of the Subadviser. (a) The Investment Manager Adviser hereby employs engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement. Pursuant to act as this Subadvisory Agreement and subject to the investment subadviser for each oversight and review of the Funds and to Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Fund Portfolio listed. The Subadviser will determine in accordance with the investment objectives, policies its discretion and restrictions of each such Fund as the same are set forth in the Registration Statement (as defined below), and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision oversight and review of the Investment Manager Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Board of Directors Adviser and to officers and Trustees of the Company (the “Board”) for the periods and on the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions Trust concerning its discharge of the Articles of Incorporation and By-laws of the Company as may from time to time be in force. Without limiting the generality of the foregoing, the Subadviser shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Fund specifically, and whether concerning the individual issuers whose securities are included in a Fund or the activities in which such issuers engage, or with respect to securities which the Subadviser considers desirable for inclusion in a Fund; (ii) determine which issuers and securities shall be represented in a Fund and regularly report thereon to the Board and the Investment Manager; (iii) formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Fund and regularly report thereon to the Board and the Investment Manager; (iv) make decisions with respect to and take, on behalf of each Fund, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Fund; and (v) vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time, unless otherwise directed by the Investment Manager. Such proxies will be voted in a manner that the Subadviser deems, in good faith, to be in the best interest of the Fundforegoing responsibilities. The Subadviser shall report discharge the foregoing responsibilities subject to the Investment Manager control of the officers and the Trustees of the Trust and in a timely manner a record compliance with such policies as the Trustees of all proxies voted with respect the Trust may from The Subadviser represents and warrants to the Funds. The Subadviser shall certify at least annually, or more often as may reasonably be requested by Adviser that each of the Investment Manager, as to the compliance of its proxy voting practices with applicable federal statutes and regulations. The Investment Manager’s delegation of proxy voting responsibility to the Subadviser may be revoked or modified by the Investment Manager or the Board at any time. (b) The Subadviser hereby accepts such employment and agrees during such periods to render such services and to assume the obligations herein Portfolios set forth for the compensation herein provided. The Subadviser shall give each Fund the benefit of its best judgment, efforts in Schedule A will at all times be operated and facilities managed (1) in rendering its services as an investment subadviser. The Subadviser shall for compliance with all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Investment Manager or the Company in any way or otherwise be deemed an agent of the Investment Manager or the Company. It is understood and agreed that the Subadviser, by separate agreements with the Investment Manager and/or the Company, may also serve the Investment Manager, the Company and/or its series in other capacities. It is further agreed that the Subadviser and its officers and directors are not prohibited from engaging in any other business activity or from rendering investment advisory or other services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Subadviser may invest in securities for their own account pursuant to a code of ethics that sets forth all employees’ fiduciary responsibilities regarding the Company and the Funds, establishes procedures for personal investing and restricts certain transactions. (c) In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company’s Articles of Incorporation, By-Laws, and currently effective Registration Statement, with the written instructions and directions of the Board and the Investment Manager, and any applicable policy and/or procedure adopted by the Board, a copy of which has been delivered to the Subadviser, and shall comply with the requirements of the 1940 Act, the Advisers Act, all rules and regulations thereunder, and all other applicable federal and state laws and regulations. laws; (d2) The Subadviser understands that the Company intends to be managed so as not to permit jeopardize either the Funds to qualify or continue to qualify treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter "Contracts") as a regulated investment company under Subchapter M annuity contracts for purposes of the Internal Revenue Code of 1986, as amendedamended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limitation, the Subadviser represents and warrants the Portfolios' (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (e) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will coordinate efforts with not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Investment Manager statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to achieve that objectiverender 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 the Subadviser. (a) The Investment Manager hereby employs Subadviser shall make decisions with respect to all purchases and sales of securities and other investment assets in each Fund. To carry out such decisions, the Subadviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Subadviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the investment subadviser for 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) The Subadviser will report to the Board at each meeting thereof all changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Funds and the Subadviser, and on its own initiative, will furnish the Board from time to manage time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in each Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Funds maintains investments. The Subadviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Subadviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities for the Funds, the Subadviser will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, By-Laws, Registration Statement under the Act and the Securities Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended in respect of regulated investment companies and reinvestment of the assets of each Fund in accordance with the investment objectives, policies and restrictions of each such Fund as the same are set forth in the Registration Statement Funds. (as defined below), and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Investment Manager and the Board of Directors of the Company (the “Board”c) for the periods and on the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By-laws of the Company as Subadviser may from time to time employ or associate with such persons as the Subadviser believes to be particularly fitted to assist in force. Without limiting the generality execution of the foregoingSubadviser's duties hereunder, the Subadviser shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Fund specifically, and whether concerning the individual issuers whose securities are included in a Fund or the activities in which such issuers engage, or with respect to securities which the Subadviser considers desirable for inclusion in a Fund; (ii) determine which issuers and securities shall be represented in a Fund and regularly report thereon to the Board and the Investment Manager; (iii) formulate and implement continuing programs for the purchases and sales cost of securities performance of such issuers duties to be borne and lists of approved investments for each Fund and regularly report thereon to paid by the Board and the Investment Manager; (iv) make decisions with respect to and take, on behalf of each Fund, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Fund; and (v) vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund Subadviser. No obligation may be invested from time to time, unless otherwise directed by incurred on the Investment Manager. Such proxies will be voted in a manner that the Subadviser deems, in good faith, to be in the best interest of the Fund. The Subadviser shall report to the Investment Manager in a timely manner a record of all proxies voted with respect to the Funds. The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Investment Manager, as to the compliance of its proxy voting practices with applicable federal statutes and regulations. The Investment Manager’s delegation of proxy voting responsibility to the Subadviser may be revoked or modified by the Investment Manager or the Board at any time. (b) The Subadviser hereby accepts such employment and agrees during such periods to render such services and to assume the obligations herein set forth for the compensation herein provided. The Subadviser shall give each Fund the benefit of its best judgment, efforts and facilities in rendering its services as an investment subadviser. The Subadviser shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Investment Manager or the Company Trust's behalf in any way or otherwise be deemed an agent of the Investment Manager or the Company. It is understood and agreed that the Subadviser, by separate agreements with the Investment Manager and/or the Company, may also serve the Investment Manager, the Company and/or its series in other capacities. It is further agreed that the Subadviser and its officers and directors are not prohibited from engaging in any other business activity or from rendering investment advisory or other services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Subadviser may invest in securities for their own account pursuant to a code of ethics that sets forth all employees’ fiduciary responsibilities regarding the Company and the Funds, establishes procedures for personal investing and restricts certain transactions. (c) In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company’s Articles of Incorporation, By-Laws, and currently effective Registration Statement, with the written instructions and directions of the Board and the Investment Manager, and any applicable policy and/or procedure adopted by the Board, a copy of which has been delivered to the Subadviser, and shall comply with the requirements of the 1940 Act, the Advisers Act, all rules and regulations thereunder, and all other applicable federal and state laws and regulationssuch respect. (d) The Subadviser understands that shall maintain records relating to portfolio transactions and the Company intends placing and allocation of brokerage orders as are required to be managed so maintained by the Trust under the Act. The Subadviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to permit the Funds services provided by the Subadviser pursuant to qualify this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or continue to qualify as a regulated investment company under Subchapter M of local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Code Service. The books and records pertaining to the Trust which are in possession of 1986the Subadviser shall be the property of the Trust. The Trust, as amendedor the Trust's authorized representatives, shall have access to such books and will coordinate efforts with records at all times during the Investment Manager Subadviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Subadviser to achieve that objectivethe Trust or the Trust's authorized representatives.

Duties of the Subadviser. (a) The Investment Manager hereby employs Subadviser shall make decisions with respect to all purchases and sales of securities and other investment assets in each Fund. To carry out such decisions, the Subadviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Subadviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the investment subadviser for 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) The Subadviser will report to the Board at each meeting thereof all changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Funds and the Subadviser, and on its own initiative, will furnish the Board from time to manage time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in each Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Funds maintains investments. The Subadviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Subadviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities for the Funds, the Subadviser will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, By-Laws, Registration Statement under the Act and the Securities Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended in respect of regulated investment companies and reinvestment of the assets of each Fund in accordance with the investment objectives, policies and restrictions of each such Fund as the same are set forth in the Registration Statement Funds. (as defined below), and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Investment Manager and the Board of Directors of the Company (the “Board”c) for the periods and on the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By-laws of the Company as Subadviser may from time to time employ or associate with such persons as the Subadviser believes to be particularly fitted to assist in force. Without limiting the generality execution of the foregoingSubadviser's duties hereunder, the Subadviser shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Fund specifically, and whether concerning the individual issuers whose securities are included in a Fund or the activities in which such issuers engage, or with respect to securities which the Subadviser considers desirable for inclusion in a Fund; (ii) determine which issuers and securities shall be represented in a Fund and regularly report thereon to the Board and the Investment Manager; (iii) formulate and implement continuing programs for the purchases and sales cost of securities performance of such issuers duties to be borne and lists of approved investments for each Fund and regularly report thereon to paid by the Board and the Investment Manager; (iv) make decisions with respect to and take, on behalf of each Fund, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Fund; and (v) vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund Subadviser. No obligation may be invested from time to time, unless otherwise directed by incurred on the Investment Manager. Such proxies will be voted in a manner that the Subadviser deems, in good faith, to be in the best interest of the Fund. The Subadviser shall report to the Investment Manager in a timely manner a record of all proxies voted with respect to the Funds. The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Investment Manager, as to the compliance of its proxy voting practices with applicable federal statutes and regulations. The Investment Manager’s delegation of proxy voting responsibility to the Subadviser may be revoked or modified by the Investment Manager or the Board at any time. (b) The Subadviser hereby accepts such employment and agrees during such periods to render such services and to assume the obligations herein set forth for the compensation herein provided. The Subadviser shall give each Fund the benefit of its best judgment, efforts and facilities in rendering its services as an investment subadviser. The Subadviser shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Investment Manager or the Company Trust's behalf in any way or otherwise be deemed an agent of the Investment Manager or the Company. It is understood and agreed that the Subadviser, by separate agreements with the Investment Manager and/or the Company, may also serve the Investment Manager, the Company and/or its series in other capacities. It is further agreed that the Subadviser and its officers and directors are not prohibited from engaging in any other business activity or from rendering investment advisory or other services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Subadviser may invest in securities for their own account pursuant to a code of ethics that sets forth all employees’ fiduciary responsibilities regarding the Company and the Funds, establishes procedures for personal investing and restricts certain transactions. (c) In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company’s Articles of Incorporation, By-Laws, and currently effective Registration Statement, with the written instructions and directions of the Board and the Investment Manager, and any applicable policy and/or procedure adopted by the Board, a copy of which has been delivered to the Subadviser, and shall comply with the requirements of the 1940 Act, the Advisers Act, all rules and regulations thereunder, and all other applicable federal and state laws and regulationssuch respect. (d) The Subadviser understands that shall maintain records relating to portfolio transactions and the Company intends placing and allocation of brokerage orders as are required to be managed so maintained by the Trust under the Act. The Subadviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to permit the Funds services provided by the Subadviser pursuant to qualify this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or continue to qualify as a regulated investment company under Subchapter M of local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Code Service. The books and records pertaining to the Trust that are in possession of 1986the Subadviser shall be the property of the Trust. The Trust, as amendedor the Trust's authorized representatives, shall have access to such books and will coordinate efforts with records at all times during the Investment Manager Subadviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Subadviser to achieve that objectivethe Trust or the Trust's authorized representatives.

Duties of the Subadviser. (a) The Investment Manager Adviser hereby employs engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement. Pursuant to act as this Subadvisory Agreement and subject to the investment subadviser for each oversight and review of the Funds and to Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Fund Portfolio listed. The Subadviser will determine in accordance with the investment objectives, policies its discretion and restrictions of each such Fund as the same are set forth in the Registration Statement (as defined below), and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision oversight and review of the Investment Manager Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Directors Trustees of the Company (Trust and in compliance with such policies as the “Board”) for the periods and on the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions Trustees of the Articles of Incorporation and By-laws of the Company as Trust may from time to time be in force. Without limiting the generality of the foregoing, the Subadviser shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Fund specifically44 establish, and whether concerning in compliance with the individual issuers whose securities are included in a Fund or the activities in which such issuers engageobjectives, or with respect to securities which the Subadviser considers desirable for inclusion in a Fund; (ii) determine which issuers policies, and securities shall be represented in a Fund and regularly report thereon to the Board and the Investment Manager; (iii) formulate and implement continuing programs limitations for the purchases and sales of securities of such issuers and lists of approved investments for each Fund and regularly report thereon to the Board and the Investment Manager; (ivPortfolio(s) make decisions with respect to and take, on behalf of each Fund, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Fund; and (v) vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time, unless otherwise directed by the Investment Manager. Such proxies will be voted in a manner that the Subadviser deems, in good faith, to be set forth in the best interest Trust's current prospectus and statement of the Fund. The Subadviser shall report to the Investment Manager in a timely manner a record of all proxies voted with respect to the Funds. The Subadviser shall certify at least annuallyadditional information, or more often as may reasonably be requested by the Investment Manager, as to the compliance of its proxy voting practices with and applicable federal statutes laws and regulations. The Investment Manager’s delegation of proxy voting responsibility Subadviser represents and warrants to the Subadviser may be revoked or modified by Adviser that each of the Investment Manager or the Board at any time. (b) The Subadviser hereby accepts such employment and agrees during such periods to render such services and to assume the obligations herein Portfolios set forth for the compensation herein provided. The Subadviser shall give each Fund the benefit of its best judgment, efforts in Schedule A will at all times be operated and facilities managed (1) in rendering its services as an investment subadviser. The Subadviser shall for compliance with all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Investment Manager or the Company in any way or otherwise be deemed an agent of the Investment Manager or the Company. It is understood and agreed that the Subadviser, by separate agreements with the Investment Manager and/or the Company, may also serve the Investment Manager, the Company and/or its series in other capacities. It is further agreed that the Subadviser and its officers and directors are not prohibited from engaging in any other business activity or from rendering investment advisory or other services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Subadviser may invest in securities for their own account pursuant to a code of ethics that sets forth all employees’ fiduciary responsibilities regarding the Company and the Funds, establishes procedures for personal investing and restricts certain transactions. (c) In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company’s Articles of Incorporation, By-Laws, and currently effective Registration Statement, with the written instructions and directions of the Board and the Investment Manager, and any applicable policy and/or procedure adopted by the Board, a copy of which has been delivered to the Subadviser, and shall comply with the requirements of the 1940 Act, the Advisers Act, all rules and regulations thereunder, and all other applicable federal and state laws and regulations. laws; (d2) The Subadviser understands that the Company intends to be managed so as not to permit jeopardize either the Funds to qualify or continue to qualify treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter "Contracts") as a regulated investment company under Subchapter M annuity contracts for purposes of the Internal Revenue Code of 1986, as amendedamended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limitation, the Subadviser represents and warrants the Portfolios' (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (e) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will coordinate efforts with not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Investment Manager statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to achieve that objectiverender 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 the Subadviser. (a) The Investment Manager hereby employs Subadviser shall make decisions with respect to all purchases and sales of securities and other investment assets in the Funds. To carry out such decisions, the Subadviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Subadviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the investment subadviser for 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) The Subadviser will report to the Board at each meeting thereof all changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Funds and the Subadviser, and on its own initiative, will furnish the Board from time to manage time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in a Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Subadviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Subadviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities for a Fund, the Subadviser will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, By-Laws and Registration Statement under the Act and the Securities Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended in respect of regulated investment companies and reinvestment of the assets of each Fund in accordance with the investment objectives, policies and restrictions of each such Fund as the same are set forth in the Registration Statement (as defined below), and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Investment Manager and the Board of Directors of the Company (the “Board”) for the periods and on the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By-laws of the Company as may from time to time be in force. Without limiting the generality of the foregoing, the Subadviser shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Fund specifically, and whether concerning the individual issuers whose securities are included in a Fund or the activities in which such issuers engage, or with respect to securities which the Subadviser considers desirable for inclusion in a Fund; (ii) determine which issuers and securities shall be represented in a Fund and regularly report thereon to the Board and the Investment Manager; (iii) formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Fund and regularly report thereon to the Board and the Investment Manager; (iv) make decisions with respect to and take, on behalf of each Fund, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Fund; and (v) vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time, unless otherwise directed by the Investment Manager. Such proxies will be voted in a manner that the Subadviser deems, in good faith, to be in the best interest of the Fund. The Subadviser shall report to the Investment Manager in a timely manner a record of all proxies voted with respect to the Funds. The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Investment Manager, as to the compliance of its proxy voting practices with applicable federal statutes and regulations. The Investment Manager’s delegation of proxy voting responsibility to the Subadviser may be revoked or modified by the Investment Manager or the Board at any time. (b) The Subadviser hereby accepts such employment and agrees during such periods to render such services and to assume the obligations herein set forth for the compensation herein provided. The Subadviser shall give each Fund the benefit of its best judgment, efforts and facilities in rendering its services as an investment subadviser. The Subadviser shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Investment Manager or the Company in any way or otherwise be deemed an agent of the Investment Manager or the Company. It is understood and agreed that the Subadviser, by separate agreements with the Investment Manager and/or the Company, may also serve the Investment Manager, the Company and/or its series in other capacities. It is further agreed that the Subadviser and its officers and directors are not prohibited from engaging in any other business activity or from rendering investment advisory or other services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Subadviser may invest in securities for their own account pursuant to a code of ethics that sets forth all employees’ fiduciary responsibilities regarding the Company and the Funds, establishes procedures for personal investing and restricts certain transactions. (c) In all matters relating The Subadviser will from time to time employ or associate with such persons as the Subadviser believes to be particularly fitted to assist in the execution of the Subadviser's duties hereunder, the cost of performance of this Agreement, the Subadviser shall act in conformity with the Company’s Articles of Incorporation, By-Laws, such duties to be borne and currently effective Registration Statement, with the written instructions and directions of the Board and the Investment Manager, and any applicable policy and/or procedure adopted paid by the Board, a copy of which has been delivered to Subadviser. No obligation may be incurred on the Subadviser, and shall comply with the requirements of the 1940 Act, the Advisers Act, all rules and regulations thereunder, and all other applicable federal and state laws and regulationsTrust's behalf in any such respect. (d) The Subadviser understands that shall maintain records for each Fund relating to portfolio transactions and the Company intends placing and allocation of brokerage orders as are required to be managed so maintained by the Trust under the Act. The Subadviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to permit the Funds services provided by the Subadviser pursuant to qualify this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or continue to qualify as a regulated investment company under Subchapter M of local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Code Service. The books and records pertaining to the Trust which are in possession of 1986the Subadviser shall be the property of the Trust. The Trust, as amendedor the Trust's authorized representatives, shall have access to such books and will coordinate efforts with records at all times during the Investment Manager Subadviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Subadviser to achieve that objectivethe Trust or the Trust's authorized representatives.