Common use of Duties of the Subadviser Clause in Contracts

Duties of the Subadviser. (a) The 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 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 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 the investment objectives, policies and restrictions of the Funds. (c) 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 such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust's behalf in any such respect. (d) The Subadviser shall maintain records for each Fund relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be 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 the services provided by the Subadviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Subadviser shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the 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 the Trust or the Trust's authorized representatives.

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 purchases actions which appear necessary to carry into effect such purchase and sales 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 and other investment assets 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. To carry out such decisionsThe 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 is hereby authorized, as agent and attorney-in-fact for may be revoked or modified by the Trust, for Investment Manager or the account of, Board 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 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 transactionsany time. (b) The Subadviser will report 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 Board at each meeting thereof all changes performance of this Agreement, the Subadviser shall act in conformity with the Funds since the prior reportCompany’s Articles of Incorporation, By-Laws, and will also keep currently effective Registration Statement, with the written instructions and directions of the Board informed and the Investment Manager, and any applicable policy and/or procedure adopted by the Board, a copy of important developments affecting the Trust, the Funds and which has been delivered to the Subadviser, and on its own initiative, will furnish shall comply with the Board from time to time with such information as requirements of 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 1940 Act, the limitations in Advisers Act, all rules and regulations thereunder, and all other applicable federal and state laws and regulations. (d) The Subadviser understands that the Act and in 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 in respect of regulated investment companies amended, and will coordinate efforts with the investment objectives, policies and restrictions of the FundsInvestment Manager to achieve that objective. (c) 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 such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust's behalf in any such respect. (d) The Subadviser shall maintain records for each Fund relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be 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 the services provided by the Subadviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Subadviser shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the 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 the Trust or the Trust's authorized representatives.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser shall make decisions with respect in furtherance of its Investment Advisory and Management Agreement. Pursuant to all purchases this Subadvisory Agreement and sales subject to the oversight and review of securities and other investment assets in the Funds. To carry out such decisionsAdviser, the Subadviser is hereby authorized, as agent will manage the investment and attorney-in-fact for the Trust, for the account of, at the risk of and in the name reinvestment of the Trust, to place orders and issue instructions with respect to those transactions assets of the Fundseach Portfolio listed. 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 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 determine in its discretion and subject to the Board at each meeting thereof all changes in oversight and review of the Funds since Adviser, the prior reportsecurities 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 also keep render regular reports to the Board informed Adviser and to officers and Trustees of important developments affecting the Trust, Trust concerning its discharge of the Funds foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Subadviser, Trustees of the Trust and on its own initiative, will furnish in compliance with such policies as the Board Trustees of the Trust may from time to time establish, and in compliance with such information as the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust's current prospectus and statement of additional information, and applicable laws and regulations. The Adviser shall inform the Subadviser of any requirements of the California Insurance Code (or other applicable insurance Code, if any) and any regulations thereunder that operate to limit or restrict the investments the Portfolio(s) may believe appropriate for this purposeotherwise make, whether concerning and to inform the individual companies whose securities are included Subadviser promptly of any changes 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 investmentssuch requirements. The Subadviser represents and warrants to the Adviser that each of the Portfolios set forth in Schedule A will also furnish at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the Board with such statistical and analytical information with respect to securities in treatment of the Funds Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter "Contracts") as the Subadviser may believe appropriate or as the Board reasonably may request. In making purchases and sales annuity contracts for purposes 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 (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in respect 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 limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment companies and the investment objectivescompany" under subchapter M, policies and restrictions chapter 1 of the Funds. 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) 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 such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust's behalf in any such respect. applicable state insurance laws; (d) The Subadviser shall maintain records for each Fund relating applicable federal and state securities, commodities and banking laws; and (e) the distribution requirements necessary to portfolio transactions and avoid payment of any excise tax pursuant to Section 4982 of the placing and allocation of brokerage orders as are required to be maintained by the Trust under the ActCode. The Subadviser shall prepare further represents and maintainwarrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or cause to be prepared and maintainedany amendment or supplement thereto, are made in such form, for such periods reliance upon and in such locations as may be required by applicable law, all documents and records relating to the services provided conformity with information furnished by the Subadviser pursuant expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to this Agreement required to be prepared the requirements of the Securities Act of 1933 and maintained by the Trust pursuant to the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any nationaluntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, stateat its own expense, or local government entity with jurisdiction over to render the Trustservices 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. (b) In performing its investment advisory services, Subadviser, while remaining ultimately responsible for management of the portion of the assets of the Portfolio allocated to it, may delegate any of its responsibilities to one of its affiliates, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Subadviser shall be the property of the Trust. The TrustDavix Xxxected Advisers - NY, or the Trust's authorized representativesInc., shall have access to such books and records at all times during the 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 the Trust or the Trust's authorized representativesits New York affiliate.

Duties of the Subadviser. (a) The Subadviser shall make decisions with respect to all purchases and sales of securities and other investment assets in the Fundseach 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 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 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 time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in a each Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund 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 a Fundthe 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 and 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 the investment objectives, policies and restrictions of the Funds. (c) The Subadviser will may 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 such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust's behalf in any such respect. (d) The Subadviser shall maintain records for each Fund relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be 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 the services provided by the Subadviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust which that are in possession of the Subadviser shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the 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 the Trust or the Trust's authorized representatives.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the 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 make decisions with respect discharge the foregoing responsibilities subject to all purchases the control of the officers and sales the Trustees 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 Trust and in compliance with such policies as the name Trustees 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 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 may from time to time 44 establish, and in compliance with such information as the Subadviser may believe appropriate objectives, policies, and limitations for this purposethe Portfolio(s) set forth in the Trust's current prospectus and statement of additional information, 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 investmentsand applicable laws and regulations. The Subadviser represents and warrants to the Adviser that each of the Portfolios set forth in Schedule A will also furnish at all times be operated and managed (1) in compliance with all applicable federal and state laws; (2) so as not to jeopardize either the Board with such statistical and analytical information with respect to securities in treatment of the Funds Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter "Contracts") as the Subadviser may believe appropriate or as the Board reasonably may request. In making purchases and sales annuity contracts for purposes 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 (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in respect 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 companies and the investment objectivescompany" under subchapter M, policies and restrictions chapter 1 of the Funds. 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) 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 such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust's behalf in any such respect. applicable state insurance laws; (d) The Subadviser shall maintain records for each Fund relating applicable federal and state securities, commodities and banking laws; and (e) the distribution requirements necessary to portfolio transactions and avoid payment of any excise tax pursuant to Section 4982 of the placing and allocation of brokerage orders as are required to be maintained by the Trust under the ActCode. The Subadviser shall prepare further represents and maintainwarrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or cause to be prepared and maintainedany amendment or supplement thereto, are made in such form, for such periods reliance upon and in such locations as may be required by applicable law, all documents and records relating to the services provided conformity with information furnished by the Subadviser pursuant expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to this Agreement required to be prepared the requirements of the Securities Act of 1933 and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including Commission thereunder (the Securities and Exchange Commission "1933 Act") and the Internal Revenue ServiceAct and will 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 statements therein not misleading. The books Subadviser accepts such employment and records pertaining agrees, at its own expense, to render the Trust which are 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 possession of the Subadviser shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the 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 the Trust or the Trust's authorized representativesthis Agreement.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser shall make decisions with respect in furtherance of its Investment Advisory and Management Agreement. Pursuant to all purchases this Subadvisory Agreement and sales subject to the oversight and review of securities and other investment assets in the Funds. To carry out such decisionsAdviser, the Subadviser is hereby authorized, as agent will manage the investment and attorney-in-fact for the Trust, for the account of, at the risk of and in the name reinvestment of the Trust, to place orders and issue instructions with respect to those transactions assets 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 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 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 investmentsPortfolio listed. The Subadviser will also furnish determine in its discretion and subject to the Board oversight and review of the 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 Trustees of the Trust and in compliance with such statistical and analytical information with respect to securities in the Funds policies as the Trustees of the Trust may from The Subadviser may believe appropriate or represents and warrants to the Adviser that each of the Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws; (2) so as not to jeopardize either the Board reasonably may requesttreatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. In making purchases and sales 33-47473; hereinafter "Contracts") as annuity contracts for purposes 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 (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in respect 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 companies and the investment objectivescompany" under subchapter M, policies and restrictions chapter 1 of the Funds. 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) 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 such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust's behalf in any such respect. applicable state insurance laws; (d) The Subadviser shall maintain records for each Fund relating applicable federal and state securities, commodities and banking laws; and (e) the distribution requirements necessary to portfolio transactions and avoid payment of any excise tax pursuant to Section 4982 of the placing and allocation of brokerage orders as are required to be maintained by the Trust under the ActCode. The Subadviser shall prepare further represents and maintainwarrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or cause to be prepared and maintainedany amendment or supplement thereto, are made in such form, for such periods reliance upon and in such locations as may be required by applicable law, all documents and records relating to the services provided conformity with information furnished by the Subadviser pursuant expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to this Agreement required to be prepared the requirements of the Securities Act of 1933 and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including Commission thereunder (the Securities and Exchange Commission "1933 Act") and the Internal Revenue ServiceAct and will 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 statements therein not misleading. The books Subadviser accepts such employment and records pertaining agrees, at its own expense, to render the Trust which are 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 possession of the Subadviser shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the 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 the Trust or the Trust's authorized representativesthis Agreement.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser shall make decisions with respect in furtherance of its Investment Advisory and Management Agreement. Pursuant to all purchases this Subadvisory Agreement and sales subject to the oversight and review of securities and other investment assets in the Funds. To carry out such decisionsAdviser, the Subadviser is hereby authorized, as agent will manage the investment and attorney-in-fact for the Trust, for the account of, at the risk of and in the name reinvestment of the Trust, to place orders and issue instructions with respect to those transactions assets of the Fundseach Portfolio listed. 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 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 determine in its discretion and subject to the Board at each meeting thereof all changes in oversight and review of the Funds since Adviser, the prior reportsecurities 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 also keep render regular reports to the Board informed Adviser and to officers and Trustees of important developments affecting the Trust, Trust concerning its discharge of the Funds foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Subadviser, Trustees of the Trust and on its own initiative, will furnish in compliance with such policies as the Board Trustees of the Trust may from time to time establish, and in compliance with such information as the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust's current prospectus and statement of additional information, and applicable laws and regulations. The Adviser shall inform the Subadviser of any requirements of the California Insurance Code (or other applicable insurance Code, if any) and any regulations thereunder that operate to limit or restrict the investments the Portfolio(s) may believe appropriate for this purposeotherwise make, whether concerning and to inform the individual companies whose securities are included Subadviser promptly of any changes 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 investmentssuch requirements. The Subadviser represents and warrants to the Adviser that each of the Portfolios set forth in Schedule A will also furnish at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the Board with such statistical and analytical information with respect to securities in treatment of the Funds Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter "Contracts") as the Subadviser may believe appropriate or as the Board reasonably may request. In making purchases and sales annuity contracts for purposes 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 (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in respect 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 limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment companies and the investment objectivescompany" under subchapter M, policies and restrictions chapter 1 of the Funds. 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) 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 such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust's behalf in any such respect. applicable state insurance laws; (d) The Subadviser shall maintain records for each Fund relating applicable federal and state securities, commodities and banking laws; and (e) the distribution requirements necessary to portfolio transactions and avoid payment of any excise tax pursuant to Section 4982 of the placing and allocation of brokerage orders as are required to be maintained by the Trust under the ActCode. The Subadviser shall prepare further represents and maintainwarrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or cause to be prepared and maintainedany amendment or supplement thereto, are made in such form, for such periods reliance upon and in such locations as may be required by applicable law, all documents and records relating to the services provided conformity with information furnished by the Subadviser pursuant expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to this Agreement required to be prepared the requirements of the Securities Act of 1933 and maintained by the Trust pursuant to the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any nationaluntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, stateat its own expense, or local government entity with jurisdiction over to render the Trustservices 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. (b) In performing its investment advisory services, Subadviser, while remaining ultimately responsible for management of the portion of the assets of the Portfolio allocated to it, may delegate any of its responsibilities to one of its affiliates, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Subadviser shall be the property of the Trust. The TrustDavis Selected Advisers - NY, or the Trust's authorized representativesInc., shall have access to such books and records at all times during the 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 the Trust or the Trust's authorized representativesits New York affiliate.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser shall make decisions with respect in furtherance of its Investment Advisory and Management Agreement. Pursuant to all purchases this Subadvisory Agreement and sales subject to the oversight and review of securities and other investment assets in the Funds. To carry out such decisionsAdviser, the Subadviser is hereby authorized, as agent will manage the investment and attorney-in-fact for the Trust, for the account of, at the risk of and in the name reinvestment of the Trust, to place orders and issue instructions with respect to those transactions assets of the Fundseach Portfolio listed. 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 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 determine in its discretion and subject to the Board at each meeting thereof all changes in oversight and review of the Funds since Adviser, the prior reportsecurities 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 also keep render regular reports to the Board informed Adviser and to officers and Trustees of important developments affecting the Trust, Trust concerning its discharge of the Funds foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Subadviser, Trustees of the Trust and on its own initiative, will furnish in compliance with such policies as the Board Trustees of the Trust may from time to time establish, and in compliance with such information as the Subadviser may believe appropriate objectives, policies, and limitations for this purpose, whether concerning the individual companies whose securities are included Portfolio(s) set forth 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 Instrumentcurrent prospectus and statement of additional information, Byand applicable laws and regulations. The Adviser shall inform the Subadviser of any requirements of the California Insurance Code (or other applicable insurance Code, if any) and any regulations thereunder that operate to limit or restrict the investments the Portfolio(s) may otherwise make, and to inform the Subadviser promptly of any changes in such requirements. 2 The Subadviser represents and warrants to the Adviser that each of the Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-Laws and Registration Statement under the Act and the Securities Act, the limitations in the Act and in 47473; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in respect 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 limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment companies and the investment objectivescompany" under subchapter M, policies and restrictions chapter 1 of the Funds. 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) 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 such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust's behalf in any such respect. applicable state insurance laws; (d) The Subadviser shall maintain records for each Fund relating applicable federal and state securities, commodities and banking laws; and (e) the distribution requirements necessary to portfolio transactions and avoid payment of any excise tax pursuant to Section 4982 of the placing and allocation of brokerage orders as are required to be maintained by the Trust under the ActCode. The Subadviser shall prepare further represents and maintainwarrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or cause to be prepared and maintainedany amendment or supplement thereto, are made in such form, for such periods reliance upon and in such locations as may be required by applicable law, all documents and records relating to the services provided conformity with information furnished by the Subadviser pursuant expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to this Agreement required to be prepared the requirements of the Securities Act of 1933 and maintained by the Trust pursuant to the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any nationaluntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, stateat its own expense, or local government entity with jurisdiction over to render the Trustservices 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. (b) In performing its investment advisory services, Subadviser, while remaining ultimately responsible for management of the portion of the assets of the Portfolio allocated to it, may delegate any of its responsibilities to one of its affiliates, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Subadviser shall be the property of the Trust. The TrustDavix Xxxected Advisers - NY, or the Trust's authorized representativesInc., shall have access to such books and records at all times during the 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 the Trust or the Trust's authorized representativesits New York affiliate.

Duties of the Subadviser. (a) The Subadviser shall make decisions with respect to all purchases and sales of securities and other investment assets in the Fundseach 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 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 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 time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in a each Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund 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 a Fundthe 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 and 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 the investment objectives, policies and restrictions of the Funds. (c) The Subadviser will may 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 such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust's behalf in any such respect. (d) The Subadviser shall maintain records for each Fund relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be 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 the services provided by the Subadviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Subadviser shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the 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 the Trust or the Trust's authorized representatives.

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 purchases actions which appear necessary to carry into effect such purchase and sales sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities and other investment 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. To carry out such decisionsThe 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 is hereby authorized, as agent and attorney-in-fact for may be revoked or modified by the Trust, for Investment Manager or the account of, Board 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 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 transactionsany time. (b) The Subadviser will report 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 Board at each meeting thereof all changes performance of this Agreement, the Subadviser shall act in conformity with the Funds since the prior reportCompany’s Articles of Incorporation, By-Laws, and will also keep currently effective Registration Statement, with the written instructions and directions of the Board informed and the Investment Manager, and any applicable policy and/or procedure adopted by the Board, a copy of important developments affecting the Trust, the Funds and which has been delivered to the Subadviser, and on its own initiative, will furnish shall comply with the Board from time to time with such information as requirements of 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 1940 Act, the limitations in Advisers Act, all rules and regulations thereunder, and all other applicable federal and state laws and regulations. (d) The Subadviser understands that the Act and in 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 in respect of regulated investment companies amended, and will coordinate efforts with the investment objectives, policies and restrictions of the FundsInvestment Manager to achieve that objective. (c) 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 such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust's behalf in any such respect. (d) The Subadviser shall maintain records for each Fund relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be 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 the services provided by the Subadviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Subadviser shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the 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 the Trust or the Trust's authorized representatives.